Exhibit
4.3

       

      
        
 

        


        


        


        PENSION
ADMINISTRATORS GROUP, INC.

        


        


         SALARY
DEFERRAL RETIREMENT PLAN

        


        


        


        


        ADOPTION
AGREEMENT


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        PENSION
ADMINISTRATORS GROUP, INC.

        SALARY
DEFERRAL RETIREMENT PLAN

        


        


        TABLE OF
CONTENTS

        


        


        
          	 	 	 	
                   Page

                
	
                  I.

                	
                  The
      Plan

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  II.

                	
                  The
      Employer

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  III.

                	
                  Eligibility
      and Service

                	
                  2

                
	 
      	
                  A.

                	
                  Eligibility

                	
                  2

                
	 
      	
                  B.

                	
                  Statutory
      Exclusions

                	
                  3

                
	 
      	
                  C.

                	
                  Service
      Rules

                	
                  3

                
	 
      	
                  D.

                	
                  Computation
      Periods

                	
                  4

                
	 
      	
                  E.

                	
                  Service
      with Predecessor Employers

                	
                  4

                
	 
      	
                  F.

                	
                  Entry
      Dates

                	
                  5

                
	 
      	 
      	 
      	 
      
	
                  IV.

                	
                  Plan
      Contributions

                	
                  5

                
	 
      	
                  A.

                	
                  Salary
      Deferral Contributions by Participants

                	
                  5

                
	 
      	
                  B.

                	
                  Employer
      Matching Contribution

                	
                  5

                
	 
      	
                  C.

                	
                  Discretionary
      Profit Sharing Contributions

                	
                  6

                
	 
      	
                  D.

                	
                  Voluntary
      Contributions by Participants

                	
                  6

                
	 
      	
                  E.

                	
                  Plan
      Compensation

                	
                  6

                
	 
      	
                  F.

                	
                  Forfeitures

                	
                  7

                
	 
      	 
      	 
      	 
      
	
                  V.

                	
                  Vesting,
      and Hardship Withdrawals

                	 
      
	 
      	
                  A.

                	
                  Vesting

                	
                  7

                
	 
      	
                  B.

                	
                  Hardship
      Withdrawals

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  VI.

                	
                  Retirement
      Age

                	
                  9

                
	 
      	
                  A.

                	
                  Normal
      Retirement Age

                	
                  9

                
	 
      	
                  B.

                	
                  Early
      Retirement Age

                	
                  9

                
	 
      	 
      	 
      	 
      
	
                  VII.

                	
                  Investments

                	
                  10

                
	 
      	 
      	 
      	 
      
	
                  VIII.
      

                	Funding	
                  10

                
	 
      	 
      	 
      	 
      
	
                  IX.

                	
                  Trust

                	 
      	
                  10

                
	 
      	 
      	 
      	 
      
	
                  X.

                	
                  Recordkeeping

                	
                  11

                


        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

         

        
          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  XI.

                	
                  Miscellaneous

                	
                  11

                
	 
      	
                  A.

                	
                  Plan
      Administrator

                	
                  11

                
	 
      	
                  B.

                	
                  Named
      Fiduciaries

                	
                  11

                
	 
      	 
      	 
      	 
      
	
                  XII.  

                	Signatures	
                  12

                
	 
      	
                  A.

                	
                  Employer
      Signature

                	
                  12

                
	 
      	
                  B.

                	
                  Adoption
      by Related Employers

                	
                  12

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        This is the Adoption Agreement for the
PENSION ADMINISTRATORS GROUP,
INC. PROTOTYPE DEFINED
CONTRIBUTION RETIREMENT PLAN PROGRAM (the "Plan").  You have
selected the PENSION
ADMINISTRATORS GROUP, INC. SALARY DEFERRAL RETIREMENT
PLAN ADOPTION
AGREEMENT.  You may wish to consult with your tax and legal
advisers before executing your Adoption Agreement.  Failure to
properly complete the Adoption Agreement may result in disqualification of the
Plan.

        


        The Settlor of the PENSION ADMINISTRATORS GROUP,
INC. PROTOTYPE DEFINED
CONTRIBUTION RETIREMENT PLAN PROGRAM is:

        


        PENSION ADMINISTRATORS GROUP,
INC.

        P.O. BOX 9023794

        OLD SAN JUAN, PUERTO
RICO  00902-3794

        


        The name of the Plan
is  Novo Nordisk
Puerto Rico 401(k) Plan

        


        I.   THE
PLAN

         

        By signing
this Adoption Agreement the Employer, shall become the settlor of the
abovementioned name of the Plan:

        


        
          	
                  1. 
      x

                	adopts
      a new plan.
	 
      	 
      
	
                  2.  o

                	
                  amends and restates a
      prior plan (insert name and effective
      date of such plan):

                
	
                	
                
	 
      	________________________________________________________
	 
      	 
      
	
                  3.  o

                	
                  amends
      certain options of an earlier PENSION ADMINISTRATORS GROUP, INC. SALARY
      DEFERRAL RETIREMENT PLAN ADOPTION AGREEMENT.

                
	 
      	 
      
	 
      	 
      
	
                  4. 
      o

                	
                  The
      effective date of this Plan or amendment is:

                
	 
      	 
      
	 
      	
                                            
      July 1,
      2006                           
      

                
	 
      	
                  (cannot
      be earlier than the first day of the Plan Year in which the Employer signs
      this Adoption Agreement).

                


        

      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        


        II.  THE
EMPLOYER

         

        
          
            	 
      	
                    1.

                  	
                    Name
      of Employer:

                  	
                    Novo
      Nordisk Inc.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Physical
      Address:

                  	
                    100
      College Road West, Suite 200

                  
	 
      	 
      	 
      	
                    Princeton
      NJ  08540

                  
	 	 	 	 
	 
      	 
      	
                    Mailing
      Address:

                  	
                    SAME

                  
	 	 	 	 
	 
      	 
      	
                    Telephone
      No.: (609) 987-5800

                  	 
      
	 	 	 	 
	 
      	 
      	
                    Name
      and telephone of contact person: Steve Chinn

                  
	 	 	 	 
	 
      	
                    2.

                  	
                    Type
      of business entity:

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    o Sole
      Proprietorship

                  	
                    o Partnership

                  
	 
      	 
      	
                    x Corporation

                  	
                    o Special
      Partnership

                  
	 
      	 
      	
                    o Other
      (specify)

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    3.

                  	
                    Employer's
      Tax Identification Number:  06-1061602

                  
	 
      	 
      	 
      	 
      
	 
      	
                    4.

                  	
                    ERISA
      Plan Number: 002

                  
	 
      	 
      	 
      	 
      
	 
      	
                    5.

                  	
                    Plan's
      Taxable Year Last Day:  December 31

                  
	 
      	 
      	 
      	 
      
	 
      	
                    6.

                  	
                    Employer's
      Taxable Year Last Day:  December
31

                  


          

        

         

        III.  ELIGIBILITY
AND SERVICE

        


        
          
            	
                    A.

                  	
                    ELIGIBILITY

                  
	 
      	 
      	 
      	 
      
	 
      	
                    Specify
      any service and/or age requirements for eligibility
  below.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.

                  	
                    Waiver
      of Requirements for New Plan.

                  


          

           

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          
            	 
      	 
      	 
      	 
      
	 
      	 
      	
                    x

                  	
                    Each
      Employee employed on the effective date is automatically eligible to
      participate.  Employees hired after the effective date are
      eligible upon satisfying any service and/or age requirements specified
      below.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    2.

                  	
                    Service.  An
      Employee must fulfill the following
      Service requirement to become a Participant:

                  
	 
      	 
      	 
      	 
      
	
                    I.

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    (a)

                  	
                    x

                  	
                    No
      service requirement.

                  
	
                    II.

                  	 
      	 
      	 
      
	 
      	
                    (b)

                  	
                    One
      (1) Year of Service.

                  
	 	 	 
	 
      	
                    (c)

                  	o	
                    ______
      Hours of Service during a ______ month period of continuous active
      employment.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    3.

                  	
                    Age.  An
      employee must fulfill the following age requirement to become a
      participant:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Minimum
      age ________.  (Not greater than 21.)

                  
	 
      	 
      	 
      	 
      
	
                    B.

                  	
                    STATUTORY
      EXCLUSIONS

                  
	 
      	 
      	 
      	 
      
	 
      	
                    The
      following classes of Employees are not eligible to
      participate:

                  
	 
      	 
      	 
      	 
      
	 
      	
                    1.

                  	
                    x

                  	
                    Union
      Employees.  Employees included in a unit covered by a
      collective bargaining agreement between the Employer and Employee
      representatives, if retirement benefits were the subject of good faith
      bargaining.

                  
	 
      	 
      	 
      	 
      
	 
      	
                    2.

                  	
                    x

                  	
                    Nonresident
      Individuals.  Employees who are nonresidents of Puerto
      Rico and who receive no earned income from the Employer which constitutes
      income from sources within Puerto Rico.

                  
	 	 	 	 
	 
      	
                    3.

                  	
                    x

                  	
                    Others (Please
      specify.):

                  
	
                  	 
      	 
      	
                    further
      exclusion of: leased employees, interns, independent contractors and
      employees who are on long-term or short-term assignment from Novo Nordisk
      A/S or its Danish subsidiaries covered under the staff pension of Novo
      Nordisk A/S from
participation.

                  


          

        

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Note:  If
the Employer is a self-employed person who owns an interest in one or more
trades or businesses, employees of such trades or businesses may have to be
considered Employees eligible to participate in the Plan in order for the Plan
to be qualified under the Puerto Rico Internal Revenue Code of 1994 (the "PR
Code").  You should consult this matter with your tax
adviser.

        


        


        C.            
SERVICE
RULES.

         

          The
Plan permits Hours of Service to be determined under one of the methods selected
below.  (Plan Section 2.25; check one.)

        


        
          
            	 	
                    1.

                  	
                    x

                  	
                    On a
      basis of actual hours for which an employee is paid or entitled to
      payment.

                  
	 	 
      	 
      	 
      
	 	
                    2.

                  	o	
                    On
      the basis of hours worked.  An employee will be credited with 10
      Hours of Service if under Section 2.25 of the Plan such employee would be
      credited with at least one Hour of Service during the
  day.

                  
	 	 
      	 
      	 
      
	 	
                    3.

                  	o	
                    On
      the basis of weeks worked.  An employee will be credited with 45
      Hours of Service if under Section 2.25 of the Plan such employee would be
      credited with at least one Hour of Service during the
  week.

                  
	 	 
      	 
      	 
      
	 	
                    4.

                  	o	
                    On
      the basis of semi-monthly payroll periods.  An employee will be
      credited with 95 Hours of Service if under Section 2.25 of the Plan such
      employee would be credited with at least one Hour of Service during the
      semi-monthly payroll period.

                  
	 	 
      	 
      	 
      
	 	
                    5.

                  	o	
                    On
      the basis of months worked.  An employee will be credited with
      190 Hours of Service if under Section 2.25 of the Plan such employee would
      be credited with at least one Hour of Service during the
      month.

                  


          

        

         

         

        D.             
COMPUTATION
PERIODS

        


          Computation
Periods are used to measure an employee's years of service.  Unless
the optional definition of computation is elected, an employee's computation
periods are his employment years.

         

        
          
            	 
      	
                    x

                  	
                    
                      These
      rules apply:

                    

                  
	 
      	 
      	 
      	 
      


          

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          
            	
                  	
                  	(a)	For
      purposes of determining eligibility to participate, an employee's
      computation periods are his first employment year, the first plan year
      beginning within his first employment year, and subsequent plan
      years.
	 
      	 
      	 
      	 
      
	 
      	 
      	(b)	
                    For
      purposes of vesting, determining years of service is defined by
      employment years (the anniversary of the participant’s date of
      hire)

                  


          

        

         

         

        
          E.      
SERVICE WITH PREDECESSOR
EMPLOYERS (Plan Sections 3.3 and 7.5; check one).

        

        


        
          	 
      	
                  1.

                	o	
                  No
      credit will be given for service with a predecessor
    employer.

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.

                	
                  x

                	
                  Credit
      will be given for service with the following predecessor
      employer(s):

                
	 
      	 
      	 
      	
                  All
      Novo Nordisk A/S Affiliates

                
	 
      	 
      	 
      	
                  (The
      Plan provides that if this is a continuation of a predecessor plan,
      service under the predecessor plan must be
  counted.)

                


        

         

        
 

        F.             
ENTRY DATES

        


        
          	 
      	
                  x

                	
                  The
      Plan's entry date(s) is (are): the first payroll period after the
      submission of all enrollment forms following the date such employee met
      the eligibility requirements.

                
	 
      	 
      	 
      
	 
      	
                  x

                	
                  If
      checked, the effective or amendment date of the Plan is also an entry
      date.   Automatic Enrollment procedures will exist as an
      administrative policy of the
Employer.

                


        

        


        


        IV.  PLAN
CONTRIBUTIONS

        


        


        
          A.     
SALARY DEFERRAL CONTRIBUTIONS BY
PARTICIPANTS (Plan Section 4.4).

        

        


        
          	 
      	
                  x

                	
                  Participants
      may make Salary Deferral Contributions to the Plan for the calendar year
      2001 up to 10% or $8,000 or any other limit as established in PR Code
      Section 1165(e) of their
Compensation.

                


        

        


        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        
          B.     
EMPLOYER MATCHING CONTRIBUTION
(Plan Section 4.1).

        

         

        
          	 
      	
                  1.

                	
                  x

                	
                  The
      Employer will make a  Matching Contribution equal to __50_cents
      for each one dollar of a Participant Salary Deferral
      Contributions.  However, the Employer will not make Matching
      Contributions on a Participant's Salary Deferral Contributions above
      __2__% of the Participant's Compensation.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  Note:
      Notwithstanding any provisions to the contrary, a participant must defer
      at least 2% of this compensation during each payroll period to be entitled
      to any matching contributions.

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.

                	o	
                  The
      Employer will make a  Matching Contribution equals to _____cents
      for each one dollar of a Participant Salary Deferral
      Contributions.  However, the Employer will not make Matching
      Contributions on a Participant's Salary Deferral Contributions above
      _____% of the Participant's Compensation.

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.

                	o	
                  The
      Employer will make a  Matching Contribution equals to _____cents
      for each one dollar of a Participant Salary Deferral
      Contributions.  However, the Employer will not make Matching
      Contributions on a Participant's Salary Deferral Contributions above
      _____% of the Participant's Compensation.

                
	 
      	 
      	 
      	 
      
	 
      	
                  4.

                	o	
                  Other
      Formula.  The Employer will contribute an amount in
      accordance with the following formula:

                
	 	 	 	 
	 	 	 	_________________________________________________


        

        


        


        
          C.     DISCRETIONARY PROFIT SHARING
CONTRIBUTIONS (Section 4.1 of the Plan; check one).

        

        


        
          	 
      	
                  1.

                	
                  x

                	
                  Each
      Plan Year, the Employer may contribute a discretionary amount in addition
      to any matching contribution for all Eligible
  Participants.

                


        

        


        


        
          D.     VOLUNTARY CONTRIBUTIONS BY
PARTICIPANTS (Section 4.3 of the Plan; check one).

        

        


        
          	 
      	
                  1.

                	
                  x

                	
                  Participants
      may make Voluntary Contributions to the Plan from __0___% to __10___% (not
      to exceed 10%) of their
Compensation.

                


        

         

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          	 
      	
                  2.

                	o	
                  Participants
      may not make Voluntary Contributions to the
  Plan.

                


        

        


         

        
          E.     PLAN COMPENSATION (Plan
Section 2.09; check one).

        

        


        Except as indicated below, for all
purposes, the Employee's Plan Compensation shall be the wages paid to the
Employee by you, as reported to the Puerto Rico Department of the Treasury on
Form 499-R-2/W-2 PR.  For any Self-Employed Individual covered under
the Plan, if applicable, compensation shall mean Earned
Income.  However, compensation shall not include any amount paid by
reason of services performed (a) after the date an employee ceases to be a
participant and (b) prior to the date an employee becomes a
participant.  Compensation shall not include any amounts contributed
by an Employer, for or on account of its employees, under this Plan or under any
other employee benefit plan.

         

        
          Plan
Compensation shall not include the following (check as many as
desired):

        

      

       

      
        	 
      	o	
                Salary
      Deferral Contributions made pursuant to a salary reduction agreement which
      are not includible in the gross income of the Employee under PR Code
      Section 1165(e)(5).

              
	 	 	 
	 
      	o	
                Overtime
      pay.

              
	 
      	 
      	 
      
	 
      	o	
                Bonuses.

              
	 	 	 
	 
      	
                x

              	
                Commissions.

              
	 	 	 
	 
      	
                x

              	
                Amounts
      paid for insurance or other
welfare  benefits.

              
	 	 	 
	 
      	
                x

              	
                Other
      special remuneration such as
______________

              


      

       

      (a)
excluding (even if includible in gross income) reimbursements or other expense
allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, and welfare benefits.

      
 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      (b)
excluding sign-on bonuses and other forms of compensation, such as individual
bonuses, reward and recognition awards, regional differentials paid in cash and
referral fees.

      


      (c)
excluding any income exercised from the receipt of any qualified or nonqualified
stock options, or the receipt of any share offerings.

       

      (d)
excluding severance or salary continuation payments and vacation paid upon
termination.

      


      (e)
excluding any payments to employees in lieu of circle of excellence,
presidential, or other award bonuses, such as potential trips for achieving
sales objectives.

      


      (f)
excluding all other W-2 wages not identified as exclusions above such as group
term life insurance or imputed income.

       

      (g)
including amounts which are contributed by the Employer pursuant to a salary
reduction agreement and which are not includible in the gross income of the
Participant under Code Sections 125, 132(f)(4) for Plan Years beginning after
December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.

      


      (h)
including any special sales incentives that are determined to be part of the
Sales Incentive Plan as established by Novo Nordisk Pharmaceuticals
Inc.

      


      (i)
including any cash paid in lieu of vacation time or personal/sick day, and shift
deferentials, and on-call pay.

      


      


      F.           FORFEITURES  (Plan
Section 5.2; check one).

       

      


      
        	 
      	
                1.

              	
                x

              	
                Forfeitures
      under the Plan will be used to reduce the Employer Contribution in the
      Plan Year of the forfeiture, or if in excess of the Employer Contribution
      for such Plan Year, the excess amounts shall be used to reduce the
      Employer Contribution in the next succeeding Plan
  Year(s).

              
	 	 	 	 
	 
      	
                2.

              	o	
                Forfeitures
      under the Plan will be added to the Employer Contributions and allocated
      accordingly.

              


      

      


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      V.  VESTING
AND HARDSHIP WITHDRAWALS

      


      A.           VESTING (Plan Section
7.3).

      


      
        	 
      	
                1.

              	
                Employer
      Contributions will become vested if the Participant terminates employment
      for any reason other than retirement, death or disability pursuant to the
      following options (check one):

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	o	
                Full
      Vesting.  Participants are 100% vested at all
      times.

              
	 	 	 	 	 
	 
      	 
      	
                (b)

              	o	
                Cliff
      Vesting.  Participants are 100% vested after completing
      _____ Years of Service (not more than 3).

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                (c)

              	
                x

              	
                Graded
      Vesting.  Participants hired before January 1, 1999 are
      100% vested.  Participants hired after January 1, 1999 are
      vested in accordance with the following vesting schedule.  (A
      Participant's vested percentage is the percentage in column (2) or the
      percentage in column (3), whichever is greater.  Spaces left
      blank are treated as zeros.)

              


      

       

      
        	
                (1)

              	
                (2)

              	
                (3)

              
	 
      	 
      	
                Minimum

              
	
                Years

              	
                Vested

              	
                 Required

              
	
                of
      Service

              	
                Percentage

              	
                 Percentage

              
	 
      	 
      	 
      
	
                Less
      than 1

              	
                -----

              	
                0

              
	
                At
      least  1

              	
                -----

              	
                0

              
	
                One
      (1) but less than two (2)

              	
                
                  -----

                

              	
                33

              
	
                Two
      (2) but less than three (3)

              	
                
                  -----

                

              	
                66

              
	
                Three
      (3) or more

              	
                -----

              	
                100

              


      

       

      
        	 
      	
                2.

              	
                Years of Service
      excluded.  If checked, Years of Service completed by a
      Participant will not be counted when determining the Participant's vested
      percentage (check as many as desired).

              
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                (a)

              	o	before
      the effective date of this Plan (or a predecessor
Plan)
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                (b)

              	o	
                before
      the Participant's _____ birthday (not more than
  18th).

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        B.           HARDSHIP WITHDRAWALS

         

        
          	 
      	
                  1.

                	o	
                  Hardship
      Withdrawals to Participants from the Plan are not
    permitted.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.

                	
                  x

                	
                  Hardship
      Withdrawals to a Participant from the Plan will be permitted, subject to
      the Plan's rules, for the following cases (choose one, more or
      all):

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (a)

                	
                  x

                	
                  The
      education of a dependent of the participant.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (b)

                	
                  x

                	
                  The
      purchase (excluding mortgage payments) of a principal residence for the
      participant.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (c)

                	
                  x

                	
                  Major
      medical expenses of the participant or a dependent who is not covered by
      insurance.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (d)

                	
                  x

                	
                  Payment
      of tuition for post-secondary education for the participant, spouse or
      children.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (e)

                	
                  x

                	
                  Payment
      of amounts necessary to prevent the eviction of the participant from his
      principal residence or foreclosure on the mortgage of the participant's
      principal residence.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (f)

                	
                  x

                	
                  Payment
      of funeral expenses of a member of the participant's
    family.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (g)

                	
                  x

                	
                  Any
      other cause that, in the administrator's determination, has produced an
      immediate and financial need.

                


        

        


        In the
event you receive a hardship distribution from your deferrals from this Plan you
will not be allowed to make additional salary deferrals for a period of six (6)
months alter you receive such distribution.

        


        C.           LOANS

        


        Loans will
be permitted in the Plan. Please see the Participant Loan Program Policy Manual
for details.

        


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        


        VI.  RETIREMENT
AGE

         

        
          
            	
                    A.

                  	
                    NORMAL RETIREMENT AGE
      (Plan Section 2.30; check one).

                  


          

           

          
            	 
      	
                    A
      Participant will be fully vested and may retire after
      reaching:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    1.

                  	
                    x

                  	
                    Age
      65.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    2.

                  	
                    o

                  	
                    Age
      _____ (not more than 65 or less than 60).

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    3.

                  	
                    o

                  	
                    Age
      _____ (not more than 65 or less than 60) with _____ Years of Service (not
      more than 5).

                  


          

           

          
            	
                    B.

                  	
                    EARLY RETIREMENT AGE
      (check 1, 2 or 3)

                  


          

           

          
            	 
      	
                    1.

                  	
                    x

                  	
                    The
      Plan does not provide an early retirement age.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    2.

                  	
                    o

                  	
                    A
      Participant will be fully vested and may retire after
      reaching:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (a)

                  	
                    o

                  	
                    Age
      55.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (b)

                  	
                    o

                  	
                    Age
      __(not more than 55).

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (c)

                  	
                    o

                  	
                    Age
      __(not more than 55) with __Years of Service (not more than
      5).

                  
	 
      	 
      	 
      	 
      	 
      


          

        

      

      VII.  INVESTMENTS

      


      
        	
                A.

              	
                o

              	
                The
      Employer shall be responsible for the investment of the Plan's
      Accounts.

              
	 
      	 
      	 
      
	
                B.

              	
                x

              	
                The
      Participant shall be responsible for the investment of the Plan's
      Accounts.

              


      

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      VIII.  FUNDING

      


      The Plan
will be funded through (Plan Section 2.45; check one):

      


      
        	
                A.

              	
                o

              	
                The
      Employer shall be solely responsible for the investment of the Plan's
      Accounts.

              
	 
      	 
      	 
      
	
                B.

              	
                o

              	
                The
      Employer shall be solely responsible for the investment of the Employer
      Contribution Subaccount.  Each Participant shall be solely
      responsible for the investment of his Salary Deferral Contributions,
      Voluntary Contributions, Pre-Tax Contributions and Rollover Subaccounts by
      giving such directions to the Plan Administrator who will transmit them to
      the Trustee.

              
	 
      	 
      	 
      
	
                C.

              	
                x

              	
                Each
      Participant shall be solely responsible for the investment of the Plan's
      Accounts by giving such directions to the Plan Administrator who will
      transmit them to the Trustee.

              


      

      

        IX.  TRUST

        


        The Plan will be funded through a Trust
established by the Employer with the law firm of Fernández, Collins &
Rivero-Vergne.

        


        X. RECORDKEEPING

        


        The
Recordkeeping of the plan shall be done by Schwab Retirement Plan
Services.

        


        XI.  MISCELLANEOUS

        


        
          	
                  A.

                	
                  PLAN
      ADMINISTRATOR.  The Plan Administrator of the Plan will
      be (Plan Section 2.35 and 12.4; check
one):

                


        

         

        
          	 
      	
                  1.

                	
                  x

                	
                  The
      Employer.

                
	 
      	 
      	 
      	 
      
	 
      	
                  2.

                	
                  o

                	
                  An
      Individual Plan Administrator designated by the
  Employer:

                


        

        

          
            	 	
                    ________________________________________________________

                  
	 	
                    Name

                  
	 	 
	 	
                    ________________________________________________________

                  
	 	
                    Address

                  


          

        

      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        
          	 
      	
                  3.

                	
                  o

                	
                  A
      Committee of two or more Employees designated by the
    Employer:

                


        

      

       

      
        
          	
                  Name

                	 
      	
                  Title

                	 
      	
                  Signature

                
	 
      	 
      	 
      	 
      	 
      
	_________________________________	 
      	_________________________________ 
      	 
      	_________________________________ 
      
	 
      	 
      	 
      	 
      	 
      
	_________________________________ 
      	 
      	_________________________________ 
      	 
      	
                   _________________________________

                


        

      

       

      
        
          	 
      	
                  4.

                	 	
                  Plan
      Administrator Tax Id. Number:
    __06-1061602__________________

                


        

      

       

      
        
          	
                  B.

                	
                  NAMED
      FIDUCIARIES.  The Plan Administrator (including all
      members of a committee, if a committee is named) is a Named Fiduciary for
      the Plan.  If other persons are also to be Named Fiduciaries,
      their names and addresses
are:

                


        

      

       

      
        	
                Name

              	 	
                Address

              
	 	 	 
	
                Banco Santander de
      Puerto Rico

              	 	
                Santander Tower, 4th
      Floor, Ponce de Leon Ave, San Juan Puerto
Rico

              


      

       

      00918________________________________________

      
         

        
          
            	 
      	
                    _________________________________

                  	 	
                    _________________________________

                  


          

        

      

       

      
        XII.  SIGNATURES

        


        A.           EMPLOYER
SIGNATURE.

        


        
          	 
      	
                  Name
      of Employer

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      
	 
      	
                  Signed

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      
	 
      	
                  Name
      and Title

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      
	 
      	
                  Date

                	
                  
                    ________________________________________________________

                  

                


        

        


        B.           ADOPTION BY RELATED
EMPLOYERS.


        By signing the Adoption Agreement, the
Employer represents that the related employers listed below whose employees are
not excluded under II.B above have adopted the Plan (add additional signatures
pages, if necessary).  If other employers become related employers,
the employer understands that they may also adopt the Plan.

        


        The following employer adopts the
Plan:

        


        
          	 
      	
                  Name
      of Related Employer

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      


        

         

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

         

        
          	 
      	
                  Employer
      Identification Number

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      
	 
      	
                  Signed

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      
	 
      	
                  Name
      and Title

                	
                  
                    ________________________________________________________

                  

                
	 
      	 
      	 
      
	 
      	
                  Date

                	
                  
                    ________________________________________________________

                  

                


        

        
 

      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    PENSION
ADMINISTRATORS GROUP, INC.

    


    PROTOTYPE
DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM

    


    


    BASIC PLAN
DOCUMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    PENSION
ADMINISTRATORS GROUP, INC.

    PROTOTYPE
DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM

     

    TABLE
OF CONTENTS

    
      
        

      

    

    
      


    

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                ARTICLE
      I 

              	GENERAL	
                1

              
	 
      	 
      	 
      
	
                1.1

              	
                Purpose

              	
                1

              
	
                1.2

              	
                Implementation
      of Plan

              	
                1

              
	
                1.3

              	
                Plan
      Number

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      II 

              	DEFINITIONS	
                1

              
	 
      	 
      	 
      
	
                2.1

              	
                Account

              	
                1

              
	
                2.2

              	
                Actual
      Deferral Percentage

              	
                1

              
	
                2.3

              	
                Adoption
      Agreement

              	
                2

              
	
                2.4

              	
                Affiliated
      Employers

              	
                2

              
	
                2.5

              	
                Beneficiary

              	
                2

              
	
                2.6

              	
                Break
      in Service

              	
                2

              
	
                2.7

              	
                Code

              	
                2

              
	
                2.8

              	
                Company

              	
                2

              
	
                2.9

              	
                Compensation

              	
                2

              
	
                2.10

              	
                Deed
      of Trust

              	
                3

              
	
                2.11

              	
                Disability

              	
                3

              
	
                2.12

              	
                Early
      Retirement date

              	
                3

              
	
                2.13

              	
                Earned
      Income

              	
                3

              
	
                2.14

              	
                Effective
      Date

              	
                4

              
	
                2.15

              	
                Eligibility
      Computation Period

              	
                4

              
	
                2.16

              	
                Employee

              	
                4

              
	
                2.17

              	
                Employer

              	
                4

              
	
                2.18

              	
                Employer
      Contributions

              	
                4

              
	
                2.19

              	
                Entry
      Dates

              	
                4

              
	
                2.20

              	
                ERISA

              	
                4

              
	
                2.21

              	
                Excess
      Contributions

              	
                4

              
	
                2.22

              	
                Excess
      Salary Deferrals

              	
                4

              
	
                2.23

              	
                Fund

              	
                5

              
	
                2.24

              	
                Higher
      Paid Group

              	
                5

              
	
                2.25

              	
                Hour
      of Service

              	
                5

              
	
                2.26

              	
                Integration
      Level

              	
                7

              
	
                2.27

              	
                PR
      Code

              	
                7

              
	
                2.28

              	
                Lower
      Paid Group

              	
                7

              
	
                2.29

              	
                Net
      Profits

              	
                7

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                2.30

              	
                Normal
      Retirement Age

              	
                7

              
	
                2.31

              	
                Owner-Employee

              	
                7

              
	
                2.32

              	
                Participant

              	
                8

              
	
                2.33

              	
                Pension
      Administrators Group, Inc. Prototype Defined Contribution Retirement Plan
      Program

              	
                8

              
	
                2.34

              	
                Plan

              	
                8

              
	
                2.35

              	
                Plan
      Administrator

              	
                8

              
	
                2.36

              	
                Plan
      Year

              	
                8

              
	
                2.37

              	
                Program

              	
                8

              
	
                2.38

              	
                Qualified
      Matching Contributions

              	
                8

              
	
                2.39

              	
                Qualified
      Non-Elective Contributions

              	
                8

              
	
                2.40

              	
                Rollover
      Contributions

              	
                8

              
	
                2.41

              	
                Salary
      Deferral Contributions

              	
                8

              
	
                2.42

              	
                Self-Employed
      Individual

              	
                9

              
	
                2.43

              	
                Sponsor

              	
                9

              
	
                2.44

              	
                Taxable
      Wage Base

              	
                9

              
	
                2.45

              	
                Trust

              	
                9

              
	
                2.46

              	
                Valuation
      Date

              	
                9

              
	
                2.47

              	
                Vesting
      Computation Period

              	
                9

              
	
                2.48

              	
                Voluntary
      Contributions

              	
                9

              
	
                2.49

              	
                Year
      of Service

              	
                9

              
	 
      	 
      	 
      
	
                ARTICLE
      III 

              	ELIGIBILITY AND YEARS OF SERVICE	
                10

              
	 
      	 
      	 
      
	
                3.1

              	
                Eligibility
      Requirements

              	
                10

              
	
                3.2

              	
                Participation
      and Service Upon Reemployment

              	
                10

              
	
                3.3

              	
                Predecessor
      Employers

              	
                11

              
	 
      	 
      	 
      
	
                ARTICLE
      IV 

              	CONTRIBUTIONS	
                11

              
	 
      	 
      	 
      
	
                4.1

              	
                Employer
      Contributions

              	
                11

              
	
                4.2

              	
                Payment
      of Employer Contributions

              	
                12

              
	
                4.3

              	
                Voluntary
      Contributions by Participants

              	
                12

              
	
                4.4

              	
                Salary
      Deferral Contributions by Participants

              	
                12

              
	
                4.5

              	
                Rollover
      Contributions

              	
                19

              
	 
      	 
      	 
      
	
                ARTICLE
      V 

              	ALLOCATIONS	
                19

              
	 
      	 
      	 
      
	
                5.1

              	
                Individual
      Accounts

              	
                19

              
	
                5.2

              	
                Allocation
      of Employer Contributions and Forfeitures

              	
                21

              
	
                5.3

              	
                Withdrawals
      and Distributions

              	
                22

              
	
                5.4

              	
                Determination
      of Value of Trust Fund and of Net Earnings or Losses

              	
                22

              
	 
      	 
      	 
      
	
                5.5

              	
                Allocation
      of Net Earnings or Losses

              	
                22

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	
                Page

              
	 	 	 
	
                5.6

              	
                Responsibilities
      of the Plan Administrator

              	
                23

              
	 
      	 
      	 
      
	
                ARTICLE
      VI 

              	TRUST FUND	
                23

              
	 
      	 
      	 
      
	
                6.1

              	
                Receipt
      and Investment of Contributions by Trustee

              	
                23

              
	
                6.2

              	
                Investment
      Responsibility

              	
                23

              
	
                6.3

              	
                Investment
      Limitations

              	
                24

              
	 
      	 
      	 
      
	
                ARTICLE
      VII 

              	VESTING	
                27

              
	 
      	 
      	 
      
	
                7.1

              	
                Employee
      Voluntary Contributions, Salary Deferral Contributions and
      Earnings

              	
                24

              
	 
      	 
      	 
      
	
                7.2

              	
                Rollovers,
      Transfers and Earnings

              	
                24

              
	
                7.3

              	
                Employer
      Contributions and Earnings

              	
                24

              
	
                7.4

              	
                Amendments
      to Vesting Schedule

              	
                25

              
	
                7.5

              	
                Determination
      of Years of Service

              	
                26

              
	
                7.6

              	
                Forfeiture
      of Non-Vested Amounts

              	
                26

              
	
                7.7

              	
                Reinstatement
      of Benefit

              	
                26

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII 

              	JOINT AND SURVIVOR ANNUITY REQUIREMENTS	
                26

              
	 
      	 
      	 
      
	
                8.1

              	
                General

              	
                26

              
	
                8.2

              	
                Qualified
      Joint and Survivor Annuity

              	
                26

              
	
                8.3

              	
                Qualified
      Preretirement Survivor Annuity

              	
                27

              
	
                8.4

              	
                Definitions

              	
                27

              
	
                8.5

              	
                Notice
      Requirements

              	
                29

              
	
                8.6

              	
                Safe
      Harbor Rules

              	
                31

              
	
                8.7

              	
                Transitional
      Rules

              	
                31

              
	 
      	 
      	 
      
	
                ARTICLE
      IX 

              	DISTRIBUTION PROVISIONS	
                34

              
	 
      	 
      	 
      
	
                9.1

              	
                Distribution
      Before Break in Service

              	
                34

              
	
                9.2

              	
                Restrictions
      on Immediate Distributions

              	
                35

              
	
                9.3

              	
                Commencement
      of Benefits

              	
                35

              
	
                9.4

              	
                Early
      Retirement with Age and Service Requirement

              	
                36

              
	
                9.5

              	
                Nontransferability
      of Annuities

              	
                36

              
	
                9.6

              	
                Conflicts
      With Annuity Contracts

              	
                36

              
	
                9.7

              	
                Limitation
      on Distributions to Owner-Employees

              	
                36

              
	 
      	 
      	 
      
	
                ARTICLE
      X 

              	MODES OF DISTRIBUTION	
                37

              
	 
      	 
      	 
      
	
                10.1

              	
                General
      Rule

              	
                37

              
	
                10.2

              	
                Designation
      of Beneficiary

              	
                37

              
	
                10.3

              	
                Optional
      Forms of Benefit

              	
                37

              


      

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
      XI 

              	
                WITHDRAWAL

              	
                38

              
	 
      	 
      	 
      
	
                11.1

              	
                Withdrawal
      of Voluntary Contributions

              	
                38

              
	
                11.2

              	
                Withdrawal
      of Salary Deferral Contributions

              	
                38

              
	
                11.3

              	
                Manner
      of Making Withdrawals

              	
                39

              
	
                11.4

              	
                Limitations
      on Withdrawals

              	
                40

              
	 
      	 
      	 
      
	
                ARTICLE
      XII 

              	ADMINISTRATION	
                40

              
	 
      	 
      	 
      
	
                12.1

              	
                Duties
      and Responsibilities of Fiduciaries; Allocation of Fiduciary
      Responsibility

              	
                40

              
	
                12.2

              	
                Powers
      and Responsibilities of the Plan Administrator

              	
                40

              
	
                12.3

              	
                Allocation
      of Duties and Responsibilities

              	
                42

              
	
                12.4

              	
                Appointment
      of the Plan Administrator

              	
                42

              
	
                12.5

              	
                Expenses

              	
                42

              
	
                12.6

              	
                Liabilities

              	
                43

              
	
                12.7

              	
                Claims
      & Review Procedure

              	
                43

              
	 
      	 
      	 
      
	
                ARTICLE
      XIII  

              	AMENDMENT, TERMINATION, AND MERGER	
                44

              
	 
      	 
      	 
      
	
                13.1

              	
                Pension
      Administrators Group, Inc. Power to Amend

              	
                44

              
	
                13.2

              	
                Amendment
      by Adopting Employer

              	
                44

              
	
                13.3

              	
                Plan
      Termination; Discontinuance of Employer Contributions

              	
                44

              
	
                13.4

              	
                Successor
      Employer

              	
                44

              
	
                13.5

              	
                Merger,
      Consolidation, or Transfer

              	
                45

              
	 
      	 
      	 
      
	
                ARTICLE
      XIV 

              	MISCELLANEOUS	
                42

              
	 
      	 
      	 
      
	
                14.1

              	
                Exclusive
      Benefit of participants and Beneficiaries

              	
                45

              
	
                14.2

              	
                Nonguarantee
      of Employment

              	
                46

              
	
                14.3

              	
                Rights
      to Trust Assets

              	
                46

              
	
                14.4

              	
                Nonalienation
      of Benefits

              	
                46

              
	
                14.5

              	
                Aggregation
      Rules

              	
                46

              
	
                14.6

              	
                Failure
      of Qualification

              	
                47

              
	
                14.7

              	
                Applicable
      Law

              	
                47

              
	
                14.8

              	
                Invalidity
      of Certain Provisions

              	
                47

              


      

    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    PENSION
ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN
PROGRAM

     

    ARTICLE
I

    GENERAL

     

    1.1           Purpose. This Plan is a
prototype plan sponsored by PENSION ADMINISTRATORS GROUP, INC. and is known as
the PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED  CONTRIBUTION
RETIREMENT PLAN PROGRAM. The Employer, by execution of the Adoption Agreement,
adopts the Plan to provide retirement, death and disability benefits for
eligible employees and their beneficiaries. This Plan is a prototype plan and is
designed to permit adoption of salary deferral, money purchase, profit-sharing
provisions. The provisions herein and the selections made by the Employer by
execution of the Adoption Agreement, shall constitute the Plan. It is intended
that the Plan qualify under Section 1165(a) of the Puerto Rico Internal Revenue
Code of 1994, as amended, and that, to the extent applicable, they comply with
the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”),
as amended.

    


    1.2           Implementation of Plan. The
salary deferral, money purchase, profit-sharing, and/or combination money
purchase/profit-sharing retirement plans of Employers that adopt the Plan are
funded through a separate trust established by the Employer. The Employer adopts
the PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT
PLAN PROGRAM in the Adoption Agreement. The provisions of the applicable Deed of
Constitution of Trust are incorporated herein by reference and made a part
hereof.

    


    1.3.           Plan Number. The Plan Number
of this Plan is 001.

    


    ARTICLE
II

    DEFINITIONS

     

    2.1           Account. The aggregate of the
individual bookkeeping Subaccounts established for each Participant, as provided
in Section 5.1.

    


    2.2           Actual Deferral Percentage.
For a specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (a) the amount of
Salary Deferral Contributions actually paid over to the Plan on behalf of such
Participant for the Plan Year to (b) the Participant’s Compensation for such
Plan Year (whether or not the Employee was a Participant for the entire Plan
Year). At the election of the Employer, Salary Deferrals may include Qualified
Non-Elective Contributions and Qualified
Matching  Contributions.  For purposes of computing Actual
Deferral Percentages, an 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Employee
who would be a participant but for the failure to make Salary Deferral
Contributions shall be treated as a Participant on whose behalf no Salary
Deferral Contributions are made.

    


    2.3           Adoption Agreement. The
written agreement or agreements of the Employer and PENSION ADMINISTRATORS
GROUP, INC. by which the Employer adopts this Plan as its retirement plan. The
Adoption Agreement contains all the options that may be selected by the
Employer. The information set forth in the Adoption Agreement executed by the
Employer shall be deemed to be a part of this Plan as if set forth in full
herein.

    


    2.4           Affiliate Employers. The
Employer and any corporation which is a member of a controlled group of
corporations (as defined in Section 210(c) of the ERISA) which includes the
Employer, or any trade or business (whether or not incorporated) which is under
common control with the Employer.

    


    2.5           Beneficiary. The person or
persons (natural or otherwise) designated by a Participant in accordance with
Section 10.2 to receive any undistributed amounts credited to the Participant’s
Account under the Plan at the time of the Participant’s death.

    


    2.6           Break in Service. An
Eligibility Computation Period or Vesting Computation Period in which an
Employee fails to complete more than five hundred (500) Hours of Service with
the Affiliate Employers.

    


    2.7           Code. The United States
Internal Revenue Code of 1986, as amended from time to time, or any successor
statute. Where the context so requires, a  reference to a particular
Code Section shall also refer to any successor provision of the Code to such
Code Section.

    


    2.8           Company. PENSION
ADMINISTRATORS GROUP, INC. a Puerto Rico corporation
doing business under the laws of the Commonwealth of Puerto Rico.

    


    2.9           Compensation.

    


    (a)           Compensation
means all of each Participant’s wages received from the Employer and reported to
the Puerto Rico Treasury Department on form 499R-2/W-2 P.R.

    


    (b)           For
any Self-Employed Individual, Compensation means Earned Income.

    


    (c)           For
any individual who is partner in a special partnership and is covered under the
Plan, Compensation means the distributable share of the special partnership’s
net profit allocable to the partner.

     

     

    
      
        
        

      

      
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    (d)           Compensation
includes only that Compensation that is actually paid to the Participant during
the Plan Year.

    


    (e)           Notwithstanding
the above, if elected by the Employer in the Adoption Agreement, Compensation
shall include any amount which is contributed by the Employer pursuant to a
salary reduction agreement and which is not includible in the gross income of
the Employee under Section 1165(b)(1) and 1165(e)(5) of the Puerto Rico Internal
Revenue Code of 1994 (“PR Code”). The effective date of this subsection shall be
elected by the Employer in the Adoption Agreement.

    


    2.10           Deed of Trust. The Deed of
Constitution of Trust under which the Employer established a separate trust to
hold, administer and manage the assets of the Plan.

     

    2
..11          Disability. The inability to
engage in any substantial working activity, considering the Participant’s age,
education, and work experience, by reason of any medically determined physical
or mental impairment that can be expected to result in death or that can be
expected to last for a continuous period of not less than 12 months. A
Participant who becomes disabled shall be entitled to receive a Disability
retirement benefit in accordance with Section 7.3.

    


    The
Employer shall have the right to require a Participant seeking to receive
Disability retirement benefits hereunder to submit reasonable proof of such
Disability, before beginning to make payments under this provision. Such proof
may include a requirement that the participant submit to a medical examination
by a qualified physician selected by the Employer, and that, as a condition of
continuing to receive Disability retirement benefits, proof of the continuing
nature of such Disability, including the requirement that the Participant submit
to a physical examination by a physician selected by the Employer. Such an
examination shall not be required more frequently than annually.

    


    2.12           Early Retirement Date. The
date a Participant attains Early Retirement Age, as selected in the Adoption
Agreement.

    


    2.13           Earned Income. The net
earnings from self-employment in the trade or business with respect to which the
Plan is established, for which personal services of the individual are a
material income-producing factor. Net earnings will be determined without regard
to items not included in gross income and the deductions allocable to such
items. To the extent required by the PR Code or regulations thereunder, net
earnings are reduced by contributions to a qualified plan to the extent
deductible under Section 1023 of the PR Code.

    


    2.14           Effective Date. The first day
of the first Plan Year for which the Plan is effective as specified in the
Adoption Agreement.

     

     

    
      
        
        

      

      
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    2.15           Eligibility Computation
Period. For purposes of determining Years of Service and Breaks in
Service for eligibility to Participate, the initial Eligibility Computation
Period shall be the twelve (12) consecutive month period beginning with the day
the Employee first performs an Hour of Service for the Employer or any
Affiliated Employer (employment commencement date). The succeeding subsequent
Eligibility Computation Periods shall be the twelve (12) consecutive month
periods commencing with the first anniversary of the
Employee’s  employment commencement date.

    


    2.16           Employee. Any person,
including a Self-Employed Individual or a partner of a special partnership, who
is employed by the Employer maintaining the Plan.

    


    2.17           Employer. The individual,
proprietorship, partnership, corporation or other organization that adopts the
Plan by execution of an Adoption Agreement.

    


    2.18           Employer Contributions. The
contributions of the Employer to the Plan, as set forth in Section 4.1 and the
Adoption Agreement.

    


    2.19           Entry Dates. The Effective
Date shall be those selected in the Adoption Agreement. Thereafter, the Entry
Dates shall be the first day of each Plan Year and the first day of the seventh
month of each Plan Year.

    


    2.20           ERISA. The Employee Retirement
Income Security Act of 1974, as amended from time to time, and any successor
statute or statutes of similar import.

    


    2.21           Excess contributions. Those
Salary Deferral Contributions by a participant to the extent such Salary
Deferral Contributions for a Plan Year exceed the limitations of Section
4.4(e).

    


    2.22           Excess Salary Deferrals. Those
Salary Deferral Contributions by a Participant that are includible in a
Participant’s gross income under Section 1165(e)(7) of the PR Code to the extent
such Salary Deferral Contributions for a taxable year exceed the dollar
limitation under such PR Code section.

    


    2.23           Fund. Any investment
alternative offered from time to time under the Plan.

    


    2.24           Higher Paid Group. All
Employee eligible to make Salary Deferral Contributions to the Plan and more
highly compensated than two-thirds of all other Employees of the same Employer
eligible to make Salary Deferral Contributions under the Plan.

    


    2.25           Hour of Service.

     

     

     

    
      
        
        

      

      
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    (a)           Each
hour for which an Employee is paid, or entitled to payment for the performance
of duties for the Employer. These hours shall be credited to the Employee only
for the computation period or periods in which the duties are performed;
and

    


    (b)           Each
hour for which an Employee is paid, or entitled to payment, by the Employer on
account of a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty or
leave of absence. No more than 501 Hours of Service shall be credited under this
paragraph to an Employee on account of any single, continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period) and no credit shall be given for hours for which no
duties are performed but for which payment by the Employer is made or
due under a plan maintained solely for the purpose of complying with applicable
workmen’s compensation, unemployment compensation, or disability insurance laws
or where payment solely reimburses an Employee for medical or medically related
expenses incurred by the Employee. Hours under this paragraph will be calculated
and credited pursuant to Section 2530.200b-2 of the United States Department of
Labor Regulations which are incorporated herein by reference.

    


    (c)           Each
hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer. The same Hours of Service shall not be
credited both under paragraph (a) or paragraph (b), as the case may be, and
under this paragraph (c). These hours shall be credited to the Employee for the
computation period or periods to which the award or agreement pertains
rather  than the computation period in which the award, agreement or
payment is made.

    


    (d)           Solely
for purposes of determining whether an Employee has a Break in Service, Hours of
Service shall also include an uncompensated authorized leave of absence not in
excess of two (2) years, or military leave while the Employee’s reemployment
rights are protected by law or such additional or other periods as granted by
the Employer as military leave (credited on the basis of forty (40) Hours of
Service per week or eight (8) Hours of Service per working day), provided the
Employee returns to employment at the end of his leave of absence or within
ninety (90) days of the end of his military leave, whichever is
applicable.

    


    (e)           Hours
of Service will be credited for employment with an Affiliated
Employer.

    


    (f)           Solely
for purposes of determining whether an Employee has a Year in Service, Hours of
Service shall also include absence from work for maternity or paternity reasons,
if the absence begins on or after the first day of the first Plan Year beginning
after 1984. During this absence, the Employee shall be credited 

     

     

    
      
        
        

      

      
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    with the
Hours of Service which would have been credited but for the absence, or, if such
hours cannot be determined, with eight (8) hours per day. An absence from work
for maternity or paternity reasons means an absence:

    


    (i)          
  by reason of the pregnancy of an Employee,

    


    (ii)            by
reason of the birth of a child of the Employee,

    


    (iii)           by
reason of the placement of a child with the Employee in connection with
adoption, or

    


    (iv)           for
purposes of caring for such a child for a period immediately following such
birth or placement.

    


    These
Hours of Service shall be credited in the computation period following the
computation period in which the absence begins, except as necessary to prevent a
Break in Service in the computation period in which the absence begins. However,
no more than five hundred one (501) Hours of Service will be credited for
purposes of any such maternity or paternity absence form work.

    


    (g)           The
Employer may elect to compute Hours of Service by the use of one of the Service
Equivalencies as selected in the Adoption Agreement. Only one method may be
selected. If selected, the Service Equivalency as selected in the Adoption
Agreement must be applied to all Employees covered under the Plan.

    


    (h)           If
the Employer amends the method of crediting service from the elapsed time method
described in Section 1.410(a)-7 of the US Treasury Regulations to the Hours of
Service computation method by the adoption of this Plan, or an Employee
transfers from a plan under which service is determined on the basis of elapsed
time, the following rules shall apply for purposes of determining the Employee’s
service under this Plan up to the time of amendment of transfer:

    


    (i)           The
Employee shall receive credit, as of the date of amendment or transfer, for a
number of Years of Service equal to the number of one-year periods of service
credited to the Employee as of the date of the amendment or transfer;
and

    


    (ii)           The
Employee shall receive credit in the applicable computation period which
includes the date of amendment or transfer, for a number of Hours of Service
determined by applying the weekly Service Equivalency as selected in the
Adoption Agreement specified in paragraph (g) to any fractional part of a year
credited to the Employee under this paragraph (h) as of the date of amendment or
transfer. The use of the weekly Service Equivalency as selected in the Adoption
Agreement shall apply to all Employees who formerly were credited with service
under the elapsed time method.

     

     

    
      
        
        

      

      
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    2.26           Integration Level. The Taxable
Wage Base or such lesser amount elected by the Employer in the Adoption
Agreement.

    


    2.27           PR Code. The Puerto Rico
Internal Revenue Code of 1994, as amended. Reference to any Section or
Subsection of the PR Code and the regulations promulgated thereunder includes
reference to any comparable or succeeding provisions of any legislation that
amends, supplements, or replaces such Section or Subsection.

    


    2.28           Lower Paid Group. All
Employees who are not in the Higher Paid Group.

    


    2.29           Net Profits. Current earnings
of the Employer, before Puerto Rico, federal and any other income taxes and
contributions to this Plan and any other qualified plan, as computed by the
Employer’s accountants, in accordance with generally accepted accounting
principles.

    


    2.30           Normal Retirement Date. The
date a Participant attains normal retirement age, as selected in the Adoption
Agreement.

    


    2.31           Owner-Employee. An individual
who is a sole proprietor or who is a partner owning more than ten percent (10%)
of either the capital or profit interest of a partnership.

    


    2.32           Participant. A person who has
met the eligibility requirements of Section 3.1 and whose Account(s) hereunder
has been neither completely forfeited nor completely distributed.

    


    2.33           PENSION ADMINISTRATORS GROUP, INC.
PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM. The Plan
established by PENSION ADMINISTRATORS GROUP, INC. to offer employers the
opportunity to establish a retirement plan to its employees.

    


    2.34           Plan. The PENSION
ADMINISTRATORS GROUP, INC. Money Purchase, Profit-Sharing, and Salary Deferral
Retirement Plans established by an Employer under this basic plan document.
References to the Plan shall refer to the salary deferral, money purchase and
profitsharing provisions as the context may require and the Adoption
Agreement.

    


    2.35           Plan Administrator. The
person, persons or entity appointed by the Employer pursuant to Article 12 to
manage and administer the Plan.

    


    2.36           Plan Year. The 12 month period
ending on the day specified in the Adoption Agreement.

     

     

     

    
      
        
        

      

      
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    2.37           Program. The PENSION
ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN
PROGRAM.

    


    2.38           Qualified Matching
Contributions. Contributions made by the Employer and allocated to the
Participant’s Salary Deferral Contributions Subaccount which (a) are
nonforfeitable when made, and (b) are distributable only in accordance with the
distribution provisions that are applicable to Salary Deferral
Contributions.

    


    2.39           Qualified Non-Elective
Contributions. Contributions made by the Employer and allocated to the
Participant’s Salary Deferral Contributions Subaccount which (x) the
participants may not elect to receive in cash until distribution from the Plan,
(y) are nonforfeitable when made, and (z) are distributable only in accordance
with the distribution provisions that are applicable to Salary Deferrals
Contributions.

    


    2.40           Rollover Contributions. The
contributions of an Employee to the Plan, as set forth in Section 4.5 and the
Adoption Agreement.

    


    2.41           Salary Deferral Contributions.
Any contributions made to the Plan at the election of the Participant under
Section 4.4 and the Adoption Agreement. With respect to any Plan Year, a
Participant’s Salary Deferral Contributions is the sum of all contributions made
on behalf of such Participant pursuant to a qualified cash or deferred
arrangement as described in section 1165(e) of the PR Code.

    


    2.42           Self-Employed Individual. An
individual who has Earned Income for the taxable year from the trade or business
for which the Plan is established, or an individual who would have had Earned
Income for the taxable year but for the fact that the trade or business had no
Net Profits for the taxable year.

    


    2.43           Sponsor. The Employer,
Company, or Entity specified in the Adoption Agreement.

    


    2.44           Taxable Wage base. The maximum
amount of earnings which may be considered wages under Section 3121(a)(1) of the
Code in effect as of the beginning of the Plan Year.

    


    2.45           Trust. The fund maintained by
the Trustee for the investment of Plan assets in accordance with the terms and
conditions of the Deed of Trust.

    


    2.46           Valuation Date. The last
Business Day of each Plan Year.

    


    2.47           Vesting Computation Period.
The Plan Year.

    
 

     

    
      
        
        

      

      
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    2.48           Voluntary Contributions. The
contributions of an Employee to the Plan, as set forth in Section 4.3 and the
Adoption Agreement.

    


    2.49           Year of Service. An
Eligibility Computation Period, Vesting Computation Period or Plan Year,
whichever is applicable, during which an Employee of the Affiliated Employers
has contemplated at least one thousand (1,000) Hours of Service (whether or not
continuous) with the Affiliated Employers. The Employer may, in the Adoption
Agreement, specify a lesser number of hours.

    


    ARTICLE
III

    ELIGIBILITY
AND YEARS OF SERVICE

     

    3.1           Eligibility
Requirements.

    


    (a)           Each
Employee of the Employer shall become a Participant in the Plan as  of
the first Entry Date after the date on which the Employee has satisfied the
minimum age and service requirements specified in the Adoption
Agreement.

    


    (b)           The
Employer may elect in the Adoption Agreement to exclude from
participation:

    


    (i)           Employees
included in a unit of employees covered by a collective bargaining agreement
between the Employer and Employee representatives, if retirement benefits were
the subject of good faith bargaining (for this purpose, the term “Employee
representatives” does not include any organization more than half of whose
members are Employees who are owners, officers or executives of the
Employer);

    


    (ii)           Non-residents
of Puerto Rico who receive no earned income from the Employer which constitutes
income from sources within Puerto Rico; and

    


    (iii)           Any
other class or classes of Employees as indicated in the Adoption
Agreement.

    


    3.2           Participation and Service Upon
Reemployment. Upon the reemployment of any Employee, the following rules
shall determine his eligibility to participate in the Plan and his credit for
prior service.

    


    (a)           Participation. If the
reemployed Employee was a participant in the Plan during his prior period of
employment, he shall be eligible upon reemployment to resume participation in
the Plan. If the reemployed Employee was not a Participant in the Plan, he shall
be considered a new Employee and required to meet the requirements of Section
3.1 in order to be eligible to participate in the Plan, subject to the
reinstatement of credit for prior service under paragraph (b) below. In case of
reemployment of employee’s absence from employment due to 

     

     

     

    
      
        
        

      

      
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    service in
the military or the reserves, such reemployment rights shall be granted pursuant
to the Federal Uniformed Services Employment and Reemployment Rights Act
(“USERRA”).

    


    (b)           Credit for Prior Service. In
the case of any Employee who is reemployed before or after incurring a Break in
Service, any Hour of Service and Year of Service credited to the Employee at the
end of his prior period of employment shall be reinstated as of the date of his
reemployment.

    


    3.3           Predecessor Employers. If
specified in the Adoption Agreement, Years of Service with a predecessor
employer will be treated as service for the  Employer for eligibility
purposes; provided, however, that if the Employer maintains the plan of a
predecessor employer, Years of Service with such employer will be treated as
service with the Employer without regard to any election.

     

    ARTICLE
IV

    CONTRIBUTIONS

     

    4.1           Employer
Contributions.

    


    (a)           Money Purchase Contribution.
For each Plan Year, the Employer shall contribute to the Plan an amount equal to
such uniform percentage of Compensation of each eligible participant as may be
determined by the Employer in accordance with the money purchase contribution
formula specified in the Adoption Agreement.  The money purchase
contribution formula may be integrated with social security as set forth in the
Adoption Agreement.

    


    (b)           Profit-Sharing Contribution.
For each Plan Year, the Employer shall contribute from its Net Profits to the
Plan an amount as may be determined by the Employer in accordance with the
profit-sharing formula set forth in the Adoption Agreement.

    


    (c)           Matching Contribution. For
each Plan Year, the Employer shall make a matching contribution to the Plan on
behalf of each Participant in the amount specified in the Adoption
Agreement.

    


    (d)           Eligible Participants. Subject
to the exclusions specified in this Section, each participant shall be eligible
to share in the Employer Contributions. An Employer may elect in the Adoption
Agreement that Participants who terminate employment during the Plan Year with
not more than one thousand (1000) Hours of Service and who are not Employees as
of the last day of the Plan Year (other than Participants who die, retire or
become Totally and Permanently Disabled during the Plan Year) shall not be
eligible to share in the Employer Contributions. An Employer may further elect
in the Adoption Agreement to allocate a contribution on behalf of a participant
who completes fewer than one thousand 

     

     

    
      
        
        

      

      
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    (1000)
Hours of Service and is otherwise ineligible to share in the Employer
Contributions. If the Employer fails to specify in the Adoption Agreement the
number of Hours of Service required to share in the Employer Contributions, the
number shall be one thousand (1000) Hours of Service.

    


    (e)           Contribution Limitation. In no
event shall the sum of any Employer Contributions and Salary Deferral
Contributions exceed the maximum amount deductible from the Employer’s income
under Section 1023 of the PR Code.

    


    4.2           Payment of Employer
Contributions. All Employer Contributions to the Plan for any Plan Year
shall be made either in one lump sum or in installments by check within the time
prescribed by law, including extensions granted by the Puerto Rico Treasury
Department for filing the Employer’s Puerto Rico income tax return for the
taxable year with or within such Plan Year ends. All Employer Contributions to
the Plan for a money purchase retirement plan for any Plan Year shall be made
within the time prescribed by regulations under Section 302(c)(10) of
ERISA.

    


    4.3           Voluntary Contributions by
Participants.

    


    (a)           To
the extent elected in the Adoption Agreement, Participants may elect to make
Voluntary Contributions in an amount not in excess of ten percent (10%) of their
Compensation during all Plan years. Any Voluntary Contributions shall be on an
after-tax basis.

    


    (b)           Voluntary
Contributions and earnings thereon shall be fully vested and nonforfeitable at
all times.

    


    (c)           The
Employer will collect Participant’s Voluntary Contributions using payroll
procedures or any other method. The Employer will transfer the amounts collected
to the Plan Administration as of the earliest date when such contributions can
reasonably be segregated from the Employer’s general assets, but not later than
the 15th “business day” of the month following the month in which such amounts
would otherwise have been payable to the Participant in cash, pursuant to DOL
Labor Reg. 2510.3-102(b).

    


    4.4           Salary Deferral Contributions by
Participants.

    


    (a)           To
the extent elected in the Adoption Agreement, Participants may elect to have the
Employer contribute to the Plan on his behalf for any Plan Year any whole
percentage of his Compensation up to ten percent (10%) or $8,000, whichever is
lower. Salary Deferral Contributions are voluntary and no employee is required
to make such contributions.

    


    (b)           Limits on Amount.

     

     

    
      
        
        

      

      
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    Hardship Withdrawals. Any
Participant who suffers a financial hardship, as defined in this paragraph, may
request a withdrawal of the following accounts, if applicable, his Voluntary
Employee contribution Account, Salary Deferral Contributions and Vested Matching
Contribution Account. Such request will be made by written notice to the Plan
Administrator setting forth the amount requested and the facts establishing the
existence of such hardship. Upon receipt of such a request, the Administrator
will determine whether a financial hardship exists. If the Administrator
determines that such a hardship does exist, it will further determine what
portion of the amount requested by the Participant is required to meet the need
created by the hardship, and then the Plan Administrator will distribute to the
Participant the amount determined to be required. For purposes of this
provision, “financial hardship” includes any financial need arising
from:

    


    (i)           
 The education of a dependent of the Participant,

    


    (ii)            The
purchase (excluding mortgage payments) of a principal residence for the
Participant,

    


    (iii)            Major
medical expenses of the Participant or a dependent that are not covered by
insurance,

    


    (iv)            Payment
of tuition for post-secondary education for the Participant, spouse or
children,

    


    (v)           
 Payment of amounts necessary to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the Participant’s
principal residence,

    


    (vi)          
 Payment of funeral expenses of a member of the Participant’s family,
or

    


    (vii)           Any
other cause that, in the Administrator’s determination, has produced an
immediate and heavy financial need; the foregoing definition of financial
hardship or otherwise limit the amount, time, or manner of any distribution
under this provision to the extent deemed necessary by the Administrator to
satisfy the requirements of PR Code.

    


    Distribution Requirements.
Salary Deferrals are subject to the distribution requirements of Section
1165(e)(2)(B) of the PR Code.

    


    (c)           Procedures. The Participant
must file a written election form with the Plan Administrator indicating the
amount he needs to withdraw to satisfy his financial hardship. Subject to any
rules specified in the Adoption Agreement or established by the Plan
Administrator, if applicable, a Participant may increase, 

     

     

    
      
        
        

      

      
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    decrease,
discontinue or resume his to the A discontinuance of Salary Deferral
Contributions will be effective as soon as reasonably practicable after the Plan
Administration’s receipt of the Participant’s election form.

    


    No change under the preceding paragraph
may cause a Participant’s Salary Deferral Contributions to exceed the maximum
provided for under this Section.

    


    The Plan Administrator may establish
reasonable rules of uniform application governing Participants’ elections and
changes. Such rules may include the number and frequency of elections or changes
during any Plan Year, effective dates for elections or changes (for example, the
first day of the payroll period coinciding with or next following the applicable
election or change date), cutoff dates for timely filing of elections or
changes, and other rules to facilitate operation of this Section.

    


    Notwithstanding the preceding, a
Participant will be permitted to change his election at least once each
year.

    


    (d)           Collection of Salary Deferral
Contributions. The Employer will collect Participants’ Salary Deferral
Contributions using payroll procedures. The Employer will transfer the amounts
collected to the Plan Administrator, if applicable, as of the earliest date when
such contributions can reasonably be segregated from the Employer’s general
assets, but not later than the 15th “business day” of the month following the
month in which such amounts would otherwise have been payable to the Participant
in cash.

    


    (e)           Salary Deferral Contributions
Limits.

    


    (i)           As
of the last day of each Plan Year, the average of the individual deferral
percentages (ADP) of the Higher Paid Group (such average is called the ADP in
this section) may not exceed the average of the individual deferral percentages
(ADP) of the Lower Paid Group (such average is called the LAP in this section)
by more than the amount specified in the following table:

    


    a.           125%
of the ADP for the eligible NHCEs, or

    


    b.           if
the excess of the ADP for the eligible HCEs over the ADP for the eligible NHCEs
does not exceed two percentage points, 200% of the ADP for all
eligible NHCEs.

    


    The
determination and treatment of Participants’ deferral percentages will be
subject to the requirements of any applicable regulations.

    


    (ii)           Special
Rules:

     

     

     

    
      
        
        

      

      
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    a.           The
ADP for any Participant who is in the Higher Paid Group for the Plan Year and
who is eligible to have contributions (and Qualified Non-Elective Contributions
or Qualified Matching Contributions, or both) allocated to his accounts under
two or more cash or deferred arrangements described in Section 1165(e) PR Code
that are maintained by the Employer, shall be determined as if all such
contributions (and, if applicable, such Qualified Non-Elective Contributions or
Qualified Matching Contributions, or both) were made under a single cash or
deferred arrangement. If an Employee in the Higher Paid Group participates in
two or more cash or deferred arrangements that leave different Plan Years, all
cash or deferred arrangements ending with or within the same calendar year shall
be treated as a single arrangement.

    


    b.           In
the event that this Plan satisfies the requirements of Section 1165(a)(3),
1165(a)(4) or 1165(e), of the PR Code only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the PR Code only if aggregated with this Plan, then this section shall be
applied by determining the ADP of employees as if all such plans were a single
plan.

    


    (f)           Deferral
Percentage.

    


    (i)           Basic Definition. For purposes
of Subsection (e), the deferral percentage of a Participant for a Plan Year
means his Salary Deferral Contributions for such year computed as a percentage
of his Compensation for such year (to the nearest one-hundredth of a percentage
point). If an Employee is eligible to make Salary Deferral Contributions but has
not elected to make such contributions, he will nevertheless be taken into
account as having made zero Salary Deferral Contributions.

    


    (ii)           Employer Profit Sharing
Contributions. If the Employer has elected in the Adoption Agreement to
make profit sharing contributions and such  contributions meet the
requirements of this Subsection (f)(ii), then the Plan Administrator may elect
to treat all or part of such contributions as if they were Salary Deferral
Contributions for purposes of Subsection (f)(i) above.

    


    Employer
profit sharing contributions meet the requirements of this Subsection (f)(ii),
if they are always fully vested when made, and they are subject to the
limitations on distribution of Section 1165(e)(2)(B) of the PR
Code.

    


    The
Employer may make Qualified Non-Elective Contributions under the Plan on behalf
of Employees in the Lower Paid Group in an amount as are needed to meet the
requirements of subsection (e) above.

    


    The
allocation of Qualified Non-Elective Contributions shall be made only to the
Accounts of Participants in the Lower Paid Group in the ratio which each


     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    Participant’s
Compensation for the Plan year bears to the total Compensation of all such
Participants for such Plan Year.

    


    In
addition, in lieu of distribution Excess Contributions as provided in Subsection
(g)(i) below, the Employer may make Qualified Non-Elective Contributions on
behalf of Employees in the Lower Paid Group to an extent that is sufficient to
satisfy the requirements of Subsection (e) above.

    


    (iii)           Employer Matching
Contributions. If the Employer has elected in the Adoption Agreement to
make Employer matching contributions, such contributions will not be included in
determining a Participant’s deferral percentage under Subsection (f)(i) above.
However, if such contributions meet the requirements of this Subsection
(f)(iii), the Plan Administrator may elect to treat all or part of such
contributions as if they were Salary Deferral Contributions for purposes of
Subsection (f)(i) above.

    


    Employer
matching contributions meet the requirements of this Subsection (f)(iii) if they
are always fully vested when made, and they are subject to the limitations on
distribution of Section 1165(e)(2)(B) of the PR Code.

    


    The
Employer may make Qualified Matching Contributions under the Plan on behalf of
Participants who are in the Lower Paid Group in an amount as is needed to meet
the requirements of Subsection (e) above.

    


    (g)           Monitoring Participants’ Deferral
Percentages; Adjustments. The Plan Administrator will monitor
Participant’s deferral percentages to insure compliance with the requirements of
Subsection (e) above. Any adjustments in Participants’ elections or actual
Salary Deferral Contributions necessary to meet the requirements of Subsection
(e) will be made as follows. The Plan Administrator will reduce the deferral
percentage of the Participant (or Participants) in the Higher Paid Group with
the highest deferral percentage until it reaches the deferral percentage of the
Participant (or Participants) in the Higher Paid Group with the next highest
deferral percentage; next the Plan Administrator will reduce the deferral
percentages of both or all such Participants until they reach that of the
Participant with the then next highest deferral percentage; and so on. The
foregoing reductions will be made only to the extent necessary to meet the
requirements of Subsection (e).

    


    (i)           Excess Contributions. The Plan
Administrator will adjust Salary Deferral Contributions elections by
Participants in the Higher Paid Group in accordance with the preceding paragraph
at such time or times before or during a Plan year as the Plan Administrator
deems advisable to insure that the requirements of Subsection (e) are met as of
the last day of the Plan Year.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    If,
notwithstanding the preceding paragraph, the requirements of Subsection (e) are
not met as of the last day of a Plan year, such adjustments may be made after
the end of a Plan year in one or a combination of the following ways: (A) paying
to a Participant the amount of his Excess Contributions plus earnings (or
losses) on such excess, (B) to the extent allowed in the PR Code or regulations
thereunder, recharacterizing the Excess Contributions of such a Participant as
Voluntary Contributions during such year, or (C) in the Employer’s discretion,
by making Qualified Non-Elective Contributions or Qualified Matching
Contributions on behalf of Employees in the Lower Paid Group in the amount
needed so that the requirements of Subsection (e) are met.  For
purposes of the preceding sentence, any such payment or recharacterization of
Excess Contributions will be designated as such by the Employer, and will be
made by the end of the succeeding Plan Year to avoid Plan disqualification. For
purposes of clause (B) of such sentence, recharacterizing will be available only
if the Adoption Agreement permits Voluntary Contributions.

    


    A
Participant may treat his or her Excess Contributions as an amount distributed
to the Participant and then contributed by the participant to the Plan.
Recharacterized amounts will remain nonforfeitable and subject to the same
distributions requirements as Salary Deferral Contributions. Amounts may not be
Recharacterized by an Employee in the Higher Paid Group to the extent that such
amount in combination with other Voluntary Contributions made by that Employee
would exceed any stated limit under the Plan on Voluntary
Contributions.

    


    Recharacterization
must occur no later than two and one-half month after the last day of the Plan
year in which such Excess Contributions arose and is deemed to occur no earlier
than the date the last Employee in the Higher Paid Group is informed in writing
of the amount Recharacterized and the consequences thereof. Recharacterized
amounts will be taxable to the Participant for the Participant’s taxable year in
which the Participant would have received them in cash.

    


    Determination
of Income or Loss: Excess Contributions shall be adjusted for any income or loss
up to the date of distribution. The income or loss allocable to Excess
Contributions is the sum of: (A) income or loss allocable to the Participant’s
Salary Deferral Contributions Subaccount for the Plan Year multiplied by a
fraction, the numerator of which is such Participant’s Excess Contributions for
the year and the denominator is the Participant’s Account balance attributable
to Salary Deferral Contributions (and Qualified Non-Elective Contributions or
Qualified Matching Contributions, or both (if used in computing the
Participant’s deferral percentage under Section 4.4(f), without regard to any
income or loss occurring during such Plan Year; and (B) six percent of the
amount determined under (A) multiplied by the number of whole calendar months
between the end of the Plan year and the date of distribution, counting the
month of distribution if distribution occurs after the 15th of such
month.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
 

    Distribution
of Excess Contributions: A distribution of Excess Contributions under this
section may be made notwithstanding any otherwise applicable restrictions or
spousal consent requirements on distributions.

    


    (ii)           Excess Salary Deferrals.
Excess Salary Deferrals plus any income and minus any loss allocable thereto,
shall be distributed no later than April 15 to any Participant to whose Account
Excess Salary Deferrals were assigned for the preceding year.

    


    Determination
of Income or Loss: Excess Salary Deferrals shall be adjusted for any income or
loss up to the date of distribution. The income or loss allocable to Excess
Salary Deferrals is the sum of: (A) income or loss allocable to the
Participant’s Salary Deferral Contributions Subaccount for the taxable year
multiplied by a fraction, the numerator of which is such Participant’s Excess
Salary Deferrals for the year and the denominator is the Participant’s Account
balance attributable to Salary Deferral Contributions without regard to
any  income or loss occurring during such taxable year; and (B) six
percent of the amount determined under (A) multiplied by the number of whole
calendar months between the end of the Participant’s taxable year and the date
of distribution,  counting the month of distribution if distribution
occurs after the 15th of such month.

    


    A
withdrawal of an excess under this section may be made notwithstanding any
otherwise applicable restrictions or spousal consent requirement.

    


    (h)           Treatment of Participant Who Reaches
$8,000 Limit. If a participant makes Salary Deferral Contributions in the
calendar year equal to $8,000 or 10%, as amended from time to time as
established from time to time by the PR Code Section 1165(e), his Salary
Deferral Contributions will immediately cease.

    


    4.5           Rollover
Contributions.

    


    (a)           Subject
to the approval of the Plan Administrator, an Employee who has participated in
any other qualified plan described in Section 1165(a) of the PR Code shall be
permitted to make a Rollover Contribution in the form of cash to the Plan of an
amount received by the Employee that is attributable to participation in such
other plan, provided that the Rollover Contributions complies with the
requirements of Section 1165(b)(2) of the PR Code.

    


    (b)           Any
transfer of assets accepted under this Section shall be credited to the
Participant’s direct transfer Subaccount and shall be separately accounted for
at all times and shall remain subject to the provisions of the transfer or plan
(as it existed at the time of such transfer) to the extent required by Section
204(g) of ERISA (including, but not limited to, any rights to Qualified Joint
and Survivor 

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

    Annuities
and Qualified Preretirement Survivor Annuities) as if such provisions were part
of the Plan. In all other respects, however, such transferred assets will be
subject to the provisions of the Plan.

    


    (c)           Assets
accepted under this Section shall be fully vested and
nonforfeitable.

    


    (d)           Before
approving such a direct transfer, the Plan Administrator may request from the
participant or the Employer (or the prior employer) any documents the Plan
Administrator, in its discretion, deems necessary for such direct
transfer.

     

    ARTICLE
V

    ALLOCATIONS

     

    5.1           Individual Accounts. The Plan
Administrator shall establish and maintain an Account in the name of each
Participant. The Account shall contain the following Subaccounts:

    


    (a)           A
money purchase contribution Subaccount to which shall be credited each such
Participant’s share of (i) Employer Contributions under Section 4.1(a); (ii) the
net earnings or net losses on the investment of the assets of the Plan,
including dividends, capital gain distributions and other earnings; and (iii)
distributions;

    


    (b)           A
profit-sharing Contribution Subaccount to which shall be credited each such
Participant’s share of (i) Employer Contributions under Section 4.1(b);
(ii)  the net earnings or net losses on the investment of the assets
of the Plan, including

    dividends,
capital gain distributions and other earnings; and (iii)
distributions;

    


    (c)           A
matching contribution Subaccount to which shall be credited each such
participant’s share of (i) Employer Contributions under Section 4.1(c); (ii) the
net earnings or net losses on the investment of the assets of the Plan,
including dividends,
capital gain distributions and other earnings; and (iii)
distributions;

    


    (d)           A
Voluntary Contribution Subaccount to which shall be credited Voluntary
Contributions by the Participant under Section 4.3; (ii) the net earnings or
losses on the investment of the assets of the Plan, including dividends, capital
gain distributions and other earnings; and (iii) distributions;

    


    (e)           An
Salary Deferral Contribution Subaccount to which shall be credited (i) Salary
Deferral Contributions by the Participant under Section 4.4; (ii) Qualified
Matching Contributions by the Employer under section 4.4(f)(iii); (iii)
Qualified Non-Elective Contributions by the Employer under Section 4.4(f)(ii),
(iv) the net
earnings or net losses on the investment of the assets of the Plan, including
dividends, capital gain distributions and other earnings; and (v)
distributions;

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
 

    (f)           A
Rollover Subaccount to which shall be credited (i) Rollover Contributions to the
Plan by the Employee under Section 4.5; (ii) the net earnings or net losses on
the investment of the assets of the Plan, including dividends, capital gain
distributions and other earnings; and (iii) distributions;

    


    (g)           A
direct transfer Subaccount to which shall be credited (i) contributions to the
Plan accepted under Section 4.6; (ii) the net earnings or net losses on the
investment of the assets of the Plan, including dividends, capital gain
distributions and other earnings received on any Shares; and (iii)
distributions.

    


    5.2           Allocation of Employer Contributions
and Forfeitures.

    


    (a)           All
money purchase contributions for a given Plan Year shall be allocated to the
Account of the Participant for whom such contributions were made. Any forfeiture
from a Participant’s money purchase contribution Subaccount arising under the
Plan for a given Plan Year shall be applied as specified in the Adoption
Agreement either: (i) to reduce the Employer Contribution in that year, or if in
excess of the Employer Contribution for such Plan Year, the excess amounts shall
be used to reduce the Employer Contribution in the next succeeding Plan Year or
Years or (ii) to be added to the Employer contributions and allocated
accordingly.

    


    (b)           All
profit-sharing contributions for a given Plan year shall be allocated to the
Account of each participant in the ratio that such Participant’s Compensation
bears to the Compensation of all Participants. However, if the profit-sharing
contribution formula selected in the Adoption Agreement is integrated with
social security, profit-sharing contributions for the Plan Year will be
allocated to Participant’s Accounts as elected in the Adoption Agreement. Any
forfeiture from a Participant’s profit-sharing contribution Subaccount arising
under the Plan for a given Plan Year shall be applied as specified in the
Adoption Agreement either: (i) to reduce the Employer Contribution in that year,
or if in excess of the Employer Contribution for such Plan Year, the excess
amounts shall be used to reduce the Employer Contribution in the next succeeding
Plan Year or Years or (ii) to be added to the Employer Contributions and
allocated accordingly.

    


    (c)           All
matching contributions for a given Plan Year shall be allocated to the Account
of the Participant for whom such contributions were made. Any forfeiture from a
Participant’s matching contribution Subaccount arising under the Plan for a
given Plan Year shall be applied as specified in the Adoption Agreement either:
(i) to reduce the Employer Contribution in that year, or if in excess of the
Employer Contribution for such Plan year, the next succeeding Plan Year or Years
or (ii) to be added to the Employer Contributions and allocated
accordingly.

    


    (d)           Notwithstanding
anything in (a), (b) or (c) above to the contrary, forfeitures arising under a
Participant’s money purchase contribution Subaccount, 

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    profit-sharing
contribution Subaccount or matching contribution Subaccount, will only be used
to reduce the contributions of the Participant’s Employer who adopted this Plan,
or reallocated only for the benefit of Employees of the

    Participant’s
Employer who adopted this Plan.

    


    5.3           Withdrawals and Distributions.
Any distribution to a participant or his Beneficiary, any amount transferred
from a Participant’s Account directly to the Plan of any other qualified plan
described in Section 1165(a) of the PR Code or from an individual retirement
plan or an annuity as described in the PR Code, or any withdrawal by a
Participant shall be charged to the appropriate Subaccount(s) of the Participant
as of the date of the distribution or the withdrawal.

    


    5.4           Determination of Value of Plan Assets
and of Net Earnings or Losses. As of each Valuation Date, the Plan
Administrator shall determine for the period then ended the sum of the net
earnings or losses of the Employer Plan which shall reflect accrued but unpaid
interest, dividends, gains, or losses realized from the sale, exchange or
collection of assets, other income received, appreciation in the fair market
value of assets, depreciation in the fair market value of
assets,  administration expenses, and taxes and other expenses paid.
Gains or losses realized and adjustments for appreciation or depreciation in
fair market value shall be computed with respect to the difference between such
value as of the preceding Valuation Date and the value as of the date of the
current Valuation Date.

    


    5.5           Allocation of Net Earnings or
Losses.

    


    (a)           As
of each Valuation Date, the net earnings or losses of allocation the Employer
Plan (excluding with respect to assets specifically to a specific Participant’s
Subaccount income gains and/or losses attributable to any assets, all of which
shall be specifically allocated to such Participant’s Subaccount) for the
Valuation Period then ending shall be allocated to the Accounts of all
Participants having credits in the Plan both on such date and at the beginning
of such Valuation Period. Such allocation shall be made by the application of a
fraction, the numerator of which is the value of the Account (excluding the
value of assets specifically allocated to a Participant’s Subaccount) of a
specific Participant as of the immediately preceding Valuation Date, reduced by
any distributions or transfers therefrom and increased by any Rollover
Contributions or transfers thereto since such preceding Valuation Date, and the
denominator of which is the total value of all such Accounts (excluding the
value of assets specifically allocated to the Subaccounts of all Participants)
as of that preceding Valuation Date.

    


    (b)           To
the extent that assets are specifically allocated to a specific Participant’s
Subaccount, income gains and/or losses attributable to any such assets, all
shall be allocated to such Participant’s Subaccount.

     

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
 

    5.6           Responsibilities of the Plan
Administrator. The Plan Administrator shall maintain accurate records
with respect to the contributions made by or on behalf of Participants under the
Plan, and shall allocate all Plan contributions among the separate Accounts of
participants in accordance with Section 5.1 above. In making any such
allocation, the Plan Administrator shall be fully entitled to rely on the
instructions furnished by the Employer, and shall be under no duty to make any
inquiry or investigation with respect thereto.

    


    ARTICLE
VI

    TRUST
FUND

     

    6.1           Receipt and Investment of
Contributions by Trustee. All contributions to the Trust that are
received by the Trustee, together with any earnings thereon, shall be held,
managed and administered by the Trustee in accordance with the terms and
conditions of the Deed of Trust and the Plan and, unless otherwise provided in
the Deed of Trust. The Trustee shall use PENSION ADMINISTRATORS GROUP, INC. to
perform recordkeeping functions. The Trustee shall be subject to the proper
directions of the Employer or the Plan Administrator made in accordance with the
terms of the Plan and, to the extent applicable, ERISA.

    


    6.2           Investment
Responsibility.

    


    (a)           If
the Employer elects in the Adoption Agreement to exercise investment authority
and responsibility, the selection of the investments in which assets of the
Trust are invested shall be the responsibility of the Employer.

    


    (b)           If
the Adoption Agreement so provides and the Employer elects to permit each
Participant or Beneficiary to select the investments in his Account, no person,
including the Trustee, the Employer and the Plan Administrator, shall be liable
for any loss or for any breach of fiduciary duty which results from such
Participant’s or Beneficiary’s exercise of control.

    


    (c)           If
the Adoption Agreement so provides and the Employer elects to permit each
Participant or Beneficiary to select the investment in his Account, the Employer
or the Plan Administrator must complete a schedule of participant
designations.

    


    (d)           If
Participants and Beneficiaries are permitted to select the investment in their
Accounts, all investment-related expenses, including administrative fees charged
by brokerage houses, may be charged against the Accounts of the
Participants.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
 

    (e)           The
Plan Administrator may change the Funds, or subject to such reasonable
restrictions as may be imposed by the Trustee for administrative convenience,
may submit an amended schedule of participant designations. Such amended
documents may provide for a variance in the percentages of contributions to any
particular Fund.

    


    6.3           Investment Limitations. The
Trustee may impose reasonable investment limitations on the Employer and the
Plan Administrator relating to the minimum percentage of Trust assets to be
invested in the Funds.

    


    ARTICLE
VII

    VESTING

     

    7.1           Employee Voluntary Contributions,
Salary Deferral Contributions and Earnings. The participant’s Voluntary
Contributions Subaccount and Salary Deferral Contribution Subaccount shall be
fully vested and nonforfeitable at all times and no forfeitures will occur as a
result of an Employee’s withdrawal of Voluntary Contributions or Salary Deferral
Contributions.

    


    7.2           Rollovers, Transfers and
Earnings. The participant’s Rollover Contribution Subaccount and direct
transfer Subaccount shall be fully vested and nonforfeitable at all
times.

    


    7.3           Employer contributions and
Earnings. Notwithstanding the vesting schedule elected by the Employer in
the Adoption Agreement, the Participant’s money purchase contribution
Subaccount, profit-sharing contribution Subaccount and matching contribution
Subaccount shall be fully vested and nonforfeitable upon the Participant’s
death, Disability or attainment of Normal and Early Retirement Age. In the
absence of any of the preceding events, the Participant’s money purchase
contribution Subaccount, profit-sharing contribution Subaccount and matching
contribution Subaccount shall vest in accordance with a minimum vesting schedule
specified in the Adoption Agreement. The schedule must be at least as favorable
to Participants as either schedule (a) or (b) below.

    


    (a)           Graduated
vesting according to the following schedule:

     

    
      
        	
                (1)

              	 
      	
                (2)

              	 
      	
                (3)

              
	
                Minimum

              	 
      	 
      	 
      	 
      
	
                Years

              	 
      	
                Vested

              	 
      	
                Required

              
	
                of Service

              	 
      	
                Percentage

              	 
      	
                Percentage

              
	
                Less
      than 1

              	 
      	
                 -
      - - - -

              	 
      	
                0

              
	
                At
      least 1

              	 
      	
                 -
      - - - -

              	 
      	
                0

              
	
                At
      least 2

              	 
      	
                 -
      - - - -

              	 
      	
                20

              
	
                At
      least 3

              	 
      	
                 -
      - - - -

              	 
      	
                40

              
	
                At
      least 4

              	 
      	
                 -
      - - - -

              	 
      	
                60

              


      

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        	
                At
      least 5

              	 
      	
                 -
      - - - -

              	 
      	
                80

              
	
                At
      least 6

              	 
      	
                 -
      - - - -

              	 
      	
                100

              
	
                At
      least 7

              	 
      	
                 -
      - - - -

              	 
      	
                100

              


      

    

     

    (b)           Full
one hundred percent (100%) vesting after no more than three (3) Years of
Service.

    


    7.4           Amendments to Vesting
Schedule.

    


    (a)           If
the plan’s vesting schedule is amended, or the Plan is amended in any way that
directly or indirectly affects the computation of the participant’s
nonforfeitable percentage, each Participant with at least three (3) Years of
Service with the Employer may elect, within a reasonable period after the
adoption of the amendment or change, to have the nonforfeitable percentage
computed under the Plan without regard to such amendment or change.

    


    (b)           The
period during which the election may be made shall commence with the date the
amendment is adopted or deemed to be made and shall end on the latest
of:

    


    (i)            
sixty (60) days after the amendment is adopted;

    


    (ii)           
sixty (60) days after the amendment becomes effective; or

    


    (iii)           sixty
(60) days after the Participant is issued written notice of the amendment by the
Employer or Plan Administrator.

    


    (c)           No
amendment to the Plan shall be effective to the extent that it has the effect of
decreasing a Participant’s accrued benefit. Notwithstanding the preceding
sentence, a Participant’s Account balance may be reduced to the extent permitted
under Section 302(c)(8) of ERISA. For purposes of this paragraph, a Plan
amendment which has the effect of decreasing a Participant’s Account balance or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment, shall be treated as reducing an accrued
benefit. Furthermore, if the vesting schedule of a Plan is amended, in the cases
of an Employee who is a Participant as of the later of the date such amendment
is adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee’s right to his Employer-derived
accrued benefit will not be less than his percentage computed under the Plan
without regard to such amendment.

    


    7.5           Determination of Years of
Service. For purposes of determining the vested and nonforfeitable
percentage of the Participant’s Employer Contribution Subaccount, all of the
participant’s Years of Service with the Employer or an Affiliated Employer shall
be taken into account. If specified in the Adoption 

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    Agreement,
Years of Service with a predecessor employer will be treated as service for the
Employer, provided, however, that if the Employer maintains the plan of a
predecessor employer, Years of Service with such employer will be treated as
service with the Employer without regard to any election.

    


    7.6           Forfeiture of Non-Vested
Amounts

    


    (a)           Any
portion of a Participant’s Account that is not vested shall be forfeited as of
the last day of the Plan Year. Any amounts thus forfeited shall be reallocated
as provided in Article 5 and shall not be considered part of a Participant’s
Account in computing his vested interest. The remaining portion of the
participant’s
Account will be nonforfeitable.

    


    7.7           Reinstatement of Benefit. If a
benefit is forfeited because a Participant or Beneficiary cannot be found, such
benefit will be reinstated if a claim is made by the Participant or Beneficiary.
See Code Treasury Regulation Section 1.411-(a)-4(b)(6).

    


    ARTICLE
VIII

    JOINT AND
SURVIVOR ANNUITY REQUIREMENTS

     

    8.1           General. The provisions of
this Article shall apply to any participant who has at least one (1) Hour of
Service with the Employer on or after August 23, 1984.

    


    8.2           Qualified Joint and Survivor
Annuity. Unless an optional form of benefit is selected pursuant to a
Qualified Election (as defined in Section 8.4) within the ninety (90) day period
ending on the Annuity Starting Date (as defined in Section 8.4), a married
Participant’s Vested Account Balance (as defined in Section 8.4) will be paid in
the form of a Qualified joint and Survivor Annuity (as defined in Section 8.4)
and an unmarried Participant’s Vested Account Balance will be paid in the form
of a life annuity. The Participant may elect to have such annuity distributed
upon attainment of the Earliest Retirement Age (as defined in Section 8.4) under
the Plan. Benefits payable under this section shall be provided through the
purchase and distribution of a nontransferable immediate or deferred annuity
contract, on an individual or group basis, issued by an insurance company
selected by the Plan Administrator.

    


    8.3           Qualified Preretirement Survivor
Annuity. Unless an optional form of benefit has been selected within the
Election Period (as defined in Section 8.4) pursuant to a Qualified Election (as
defined in Section 8.4), if a Participant dies before the Annuity Starting Date
(as defined in Section 8.4, then 50% of the Participant’s Vested Account Balance
(as defined in Section 8.4) shall be applied toward the purchase of an annuity
for the life of the Surviving Spouse. However, the amount of the Participant’s
employee-derived Account balance allocated to 

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

    the
Surviving Spouse will have the same proportion as the employee-derived Account
balance is to the total Account balance of the Participant. The Surviving Spouse
may elect to have such annuity distributed within a reasonable period after
Participant’s death.

    


    8.4           Definitions.

    


    (a)           Election Period.

    


    (i)           The
period which begins on the first day of the Plan Year in which the Participant
attains age thirty-five (35) and ends on the date of the Participant’s death. If
a Participant separates from service prior to the first day of the Plan Year in
which age thirty-five (35) is attained, with respect to the Account balance as
of the date of separation, the Election Period shall begin on the date of
separation.

    


    (ii)           A
Participant who has not yet attained age thirty-five (35) as of the end of any
current Plan year may make a special Qualified Election to waive the Qualified
Preretirement Survivor Annuity for the period beginning on the date of such
election and ending on the first day of the Plan Year in which the Participant
will
attain age thirty-five (35). Such election shall not be valid unless the
Participant receives a written explanation of the Qualified Preretirement
Survivor Annuity in such terms as are comparable to the explanation required
under Section 8.5. Qualified Preretirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in which the
Participant attains age thirty-five (35). Any new waiver on or after such date
shall be subject to the full requirements of this Article.

    


    (b)           Earliest Retirement Age. The
earliest date on which, under the Plan, the Participant could elect to receive
retirement benefits.

    


    (c)           Qualified
Election.

    


    (i)           A
waiver of a Qualified Joint and Survivor Annuity or a Qualified Preretirement
Survivor Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a
Qualified Preretirement Survivor Annuity shall not be effective
unless:

    


    (1)           the
Participant’s Spouse consents in writing to the election;

    


    (2)           the
election designates a specific Beneficiary, including any class of Beneficiaries
or any contingent Beneficiaries, which may not be changed without spousal
consent (or the Spouse expressly permits designations by the Participant
without
any further spousal consent);

    


    (3)           the
Spouse’s consent acknowledges the effect of the election; and

     

     

    
      
        
        

      

      
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    (4)           the
Spouse’s consent in witnessed by a Plan representative or notary public.
Additionally, a Participant’s waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of a Plan representative that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election.

    


    (ii)           Any
consent by a Spouse obtained under this provision (or establishment that the
consent of Spouse may not be obtained) shall be effective only with respect to
such Spouse. A consent that permits designations by the participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations shall not be limited. No
consent obtained under this provision shall be valid unless the Participant has
received notice as provided in Section 8.5.

    


    (d)           Qualified Joint and Survivor
Annuity. An immediate annuity for the life of the Participant with a
survivor annuity for the life of the Spouse which equals fifty percent (50%) of
the amount of the annuity which is the amount of benefit which can be purchased
with the Participant’s Vested Account Balance.

    


    (e)           Spouse (Surviving Spouse). The
Spouse or Surviving spouse of the Participant, provided that a former spouse
will be treated as the Spouse or Surviving Spouse and a current Spouse will not
be treated as the Spouse or Surviving Spouse to the extent provided under a
qualified domestic relations order as described in Section 206(d) of
ERISA.

    


    (f)           Annuity Starting Date. The
first day of the first period for which an amount is paid as an annuity or any
other form.

    


    (g)           Vested Account Balance. The
aggregate value of the Participant’s Vested Account balances derived from
Employer and Employee contributions (including Rollover Contributions and direct
transfers), whether vested before or upon death. The provisions of this Article
shall apply to a Participant who is vested in amounts attributable to Employer
Contributions or Employee contributions (or both)
at the time of death or distribution.

    


    8.5           Notice Requirements. In the
case of a Qualified Joint and Survivor Annuity, the Plan Administrator shall no
less than thirty (30) days and no more 

     

     

    
      
        
        

      

      
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    than
ninety (90) days prior to the Annuity Starting Date, provide each Participant a
written explanation of:

    


    (i)            
the terms and conditions of a Qualified Joint and Survivor Annuity;

    


    (ii)           
the Participant’s right to make and the effect of an election to waive the
Qualified Joint and Survivor Annuity form of benefit;

    


    (iii)           the
rights of a Participant’s Spouse; and

    


    (iv)           the
right to make, and the effect of, a revocation of a previous election to waive
the Qualified Joint and Survivor Annuity.

    


    (b)           In
the case of a Qualified Preretirement Survivor Annuity as described in Section
8.3, the Plan Administrator shall provide each participant within the applicable
period for such participant a written explanation of the Qualified Preretirement
Survivor Annuity in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of Subsection (a) applicable
to a Qualified Joint and Survivor Annuity.

    


    (c)           The
applicable period for a Participant is whichever of the following periods ends
last:

    


    (i)            
the period beginning with the first day of the Plan Year in which the
participant attains age thirty-two (32) and ending with the close of the Plan
Year preceding the Plan Year in which the participant attains age thirty-five
(35);

    


    (ii)           
a reasonable period ending after the individual becomes a
participant;

    


    (iii)           a
reasonable period ending after Subsection (e) ceases to apply to the
Participant;

    


    (iv)           a
reasonable period ending after this Article first applies to the
participant.

    


    Notwithstanding
the foregoing, notice must be provided within a reasonable period ending after
separation from service in the cases of a Participant who separates from service
before attaining age thirty-five (35).

    


    (d)           For
purposes of applying Subsection (c), a reasonable period ending after the
enumerated events described above in Subsections (ii), (iii) and (iv) is the end
of the two-year period beginning one (1) year prior to the date the applicable
event occurs, and ending one (1) year after that date. In the case of a
Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice shall be provided within the two (2) year
period beginning one (1) year prior to separation and one (1) year after
separation. If such a Participant 

     

     

    
      
        
        

      

      
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    thereafter
returns to employment with the Employer, the applicable period for such
Participant shall be redetermined.

    


    (e)           Notwithstanding
the other requirements of this section, the respective notices prescribed by
this Section need not be given to a Participant if:

    


    (i)           the
Plan “fully subsidizes” the cost of a Qualified Joint and Survivor Annuity or
Qualified Preretirement Survivor Annuity; and

    


    (ii)           the
Plan does not allow the Participant to waive the Qualified Joint and Survivor
Annuity or Qualified Preretirement Survivor Annuity and does not allow a married
Participant to designate a nonspouse Beneficiary.

    


    For
purposes of this Subsection, a plan fully subsidizes the costs of a benefit if
no increase in cost, or decrease in benefits to the participant, may result from
the participant’s failure to elect another benefit.

    


    8.6           Safe Harbor
Rules.

    


    (a)           This
section shall apply to a Participant in a profit-sharing plan if the following
conditions are satisfied:

    


    (i)           the
Participant does not or cannot elect payments in the form of a life annuity;
and

    


    (ii)           on
the death of a Participant, the Participant’s Vested Account Balance will be
paid to the Participant’s Surviving Spouse, but if there is no Surviving Spouse,
or if the Surviving Spouse has consented in a manner conforming to a Qualified
Election, then the Participant’s Designated Beneficiary.

    


    (b)           Distribution
of the Vested Account Balance in accordance with Article 10 shall commence
within the ninety (90) day period following the date of the Participant’s death
or at such later time as the Surviving Spouse may elect. The Account balance
shall be adjusted for gains or losses occurring after the Participant’s death in
accordance with the provisions of the Plan governing the adjustment
of Account balances for other types of distributions.

    


    (c)           This
section shall not be operative with respect to the portion of a participant’s
Vested Account Balance in a profit-sharing plan representing a direct or
indirect transfer of assets from a defined benefit plan, a money purchase
retirement plan, a target benefit plan, a stock bonus plan or a profit-sharing
plan which is subject to the survivor annuity requirements of Section 205 of
ERISA. In the case of assets for which this section is operative, the provisions
of this Article, other than Section 8.7, shall be inoperative.

     

     

    
      
        
        

      

      
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    (d)           The
Participant may waive the spousal death benefit described in this section at any
time provided that no such waiver shall be effective unless it satisfied the
conditions of Section 8.4(c) (other than the notification requirement referred
to therein) that would apply to the participant’s waiver of the Qualified
Preretirement Survivor Annuity.

    


    (e)           For
purposes of this section, Vested Account Balance shall have the same meaning as
provided in Section 8.4(g).

    


    8.7           Transitional
Rules.

    


    (a)           Any
living Participant not receiving benefits on August 23, 1984, who would
otherwise not receive the benefits prescribed by the previous sections of this
Article must be given the opportunity to elect to have the prior sections of
this Article apply if such participant is credited with at least one (1) Hour of
Service under this Plan or a predecessor plan in a Plan Year beginning on or
after January 1, 1976, and such participant had at least ten (10) years of
vesting service when he or she separated from service.

    


    (b)           Any
living participant not receiving benefits on August 23, 1984, who was credited
with at least one (1) Hour of Service under this Plan or a predecessor plan on
or after September 2, 1974, and who is not otherwise credited with any service
in a Plan Year beginning on or after January 1, 1976, must be given the
opportunity
to have his or her benefits paid in accordance with Subsection (d).

    


    (c)           The
respective opportunities to elect (as described in subsections (a) and (b)
above) must be afforded to the appropriate Participants during the period
commencing on August 23, 1984, and ending on the date benefits would otherwise
commence to said participants.

    


    (d)           Any
Participant who has elected pursuant to Subsection (b) and any Participant who
does not elect under Subsection (a) or who meets the requirements of Subsection
(a) except that such Participant does not have at least ten (10) years of
vesting service when he or she separates from service, shall have his or her
benefits distributed in accordance with all of the following requirements if
benefits would have been payable in the form of a life annuity:

    


    (i)           Automatic
Joint and Survivor Annuity. If benefits in the form of a life annuity become
payable to a married Participant who:

    


    (1)           begins
to receive payment under the Plan on or after Normal Retirement Age;
or

    


    (2)           dies
on or after Normal Retirement Age while still working for the Employer;
or

     

     

    
      
        
        

      

      
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    (3)           begins
to receive payments on or after the Qualified Early Retirement Age;
or

    


    (4)           separates
from service on or after attaining Normal Retirement Age (or the
Qualified Early Retirement Age) and after satisfying the eligibility
requirements for the payment of benefits under the Plan and thereafter dies
before beginning to receive such benefits; then such benefits will be received
under this Plan in the form of a Qualified Joint and Survivor Annuity, unless
the Participant has elected otherwise during the Election Period. The Election
Period must begin at least six (6) months before the Participant attains
qualified early retirement age and
end not more than ninety (90) days before the commencement of benefits. Any
election hereunder will be in writing and may be changed by the participant at
any time.

    


    (ii)           Election of Early Survivor
Annuity. A participant who is employed after attaining the Qualified
Early Retirement Age will be given the opportunity to elect, during the Election
Period, to have a survivor annuity payable on death. If the Participant elects
the survivor annuity, payments under such annuity must not be less
than the payments which would have been made to the Spouse under the Qualified
Joint and Survivor Annuity if the Participant had retired on the date before his
or her death. Any election under this provision will be in writing and may be
changed by the Participant at any time. The Election Period begins on the later
of (1) the 90th day before the Participant attains the Qualified Early
Retirement Age; or (2) the date on which participation begins, and ends on the
date the Participant terminates employment.

    


    (e)           The
following terms shall have the meanings specified herein:

    


    (i)           Qualified
Early Retirement Age. The latest of:

    


    (1)           the
earliest date, under the Plan, on which the Participant may elect to receive
retirement benefits;

    


    (2)           the
first day of the 120th month beginning before the Participant reaches Normal
Retirement Age; or

    


    (3)           the
date the Participant begins participation.

    


    (ii)           Qualified
Joint and Survivor Annuity. An annuity for the life of the Participant with a
survivor annuity for the life of the Spouse as described in Section
8.4(d).

     

     

    
      
        
        

      

      
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    ARTICLE
IX

    DISTRIBUTION
PROVISIONS

     

    9.1           Distribution Before Break in
Service.

    


    (a)           If
an Employee terminates service, and the value of the Employee’s Vested Account
Balance derived from Employer and Employee contributions is not greater than
five thousand dollars ($5,000), the Employee will receive a distribution of the
value of the entire vested portion of such Account balance in a lump sum in cash
and the nonvested portion will be deemed an immediate forfeiture. For purposes
of this section, if the value of the vested portion of an Employee’s Account
balance is zero, the Employee shall be deemed to have received a distribution
thereof.

    


    (b)           If
an Employee terminates service and elects, in accordance with this Article, to
receive the value of the vested portion of his Account balance, the nonvested
portion will be deemed an immediate forfeiture. If the Employee elects to have
distributed less than the entire vested portion of the Account balance derived
from Employer Contributions, the part of the nonvested portion that will be
deemed an immediate forfeiture is the total nonvested portion multiplied by a
fraction, the numerator of which is the amount of the distribution attributable
to Employer Contributions and the denominator of which is the total value of the
vested portion of the Account balance derived from Employer
Contributions.

    


    (c)           If
an Employee receives a distribution pursuant to this Section and the Employee
resumes employment covered under this Plan, the portion of the Employee’s
Account balance derived from Employer Contributions will be restored to the
amount on the date of distribution if the Employee repays to the Plan the full
amount of the distribution attributable to Employer Contributions before the
earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by the Employer, or the date the Participant incurs five
(5) consecutive one (1) year Breaks in Service following the date of the
distribution. If an Employee is deemed to receive a distribution pursuant to
this Section, and the Employee resumes employment covered under this Plan before
the date the Participant incurs five (5) consecutive one (1) year Breaks in
Service, upon the reemployment of such Employee, the Employer-derived Account
balance of the Employee will be restored to the amount on the date of such
deemed distribution.

    


    9.2           Restrictions on Immediate
Distributions.

    


    (a)           If
the value of the vested portion of a Participant’s Account balance derived form
Employer and Employee Contributions exceeds (or at the time of any prior
distribution exceeded) five thousand dollars ($5,000) and the Account balance is
immediately distributable, the Participant and the Participant’s Spouse


     

     

    
      
        
        

      

      
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    (or where
either the Participant or the Spouse has died, the survivor) must consent to any
distribution of such Account balance. The consent of the Participant and the
Participant’s Spouse shall be obtained in writing within the ninety (90) day
period ending on the Annuity Starting Date. The Annuity Starting Date is the
first day of the first period for which an amount is paid as an annuity or any
other form. The Plan Administrator shall notify the Participant and the
Participant’s Spouse of the right to defer any distribution until the
Participant’s Account balance is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Section 205(c)(3) of ERISA, and shall be provided no less than thirty (30)
days and no more than ninety (90) days prior to the Annuity Starting
Date.

    


    (b)           Notwithstanding
the provisions of Subsection (a), only the Participant need consent to the
commencement of a distribution in the form of a Qualified Joint and Survivor
Annuity while the Account balance is immediately distributable. (Furthermore, if
payment in the form of a Qualified Joint and Survivor Annuity is not required
with respect to the Participant pursuant to Section 8.6 of the Plan, only the
Participant need consent to the distribution of an Account balance that is
immediately distributable.) Upon termination of this Plan, if the Plan does not
offer an annuity option (purchased form a commercial provider), the
Participant’s Account balance may, without the Participant’s consent, be
distributed to the Participant or transferred to another defined contribution
plan sponsored by an Affiliated Employer.

    


    (c)           An
Account balance is immediately distributable if any part of the Account balance
could be distributed to the Participant (or Surviving Spouse) before the
Participant attains (or would have attained of not deceased) the later of Normal
Retirement Age.

    


    9.3           Commencement of
Benefits.

    


    (a)           Unless
the Participant elects otherwise, distribution of benefits will begin as soon as
is reasonably practicable after the latest of the close of the Plan Year in
which:

    


    (i)            
The Participant attains age sixty-five (65) (or Normal Retirement Age, if
earlier);

    


    (ii)           
the 10th anniversary of the year in which the Participant commenced
participation in the Plan occurs; or

    


    (iii)           the
Participant terminated service with the Employer.

     

     

    
      
        
        

      

      
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    (b)           Notwithstanding
the foregoing, the failure of a Participant and Spouse to consent to a
distribution while a benefit is immediately distributable, within the meaning of
Section 9.2 of the Plan, shall be deemed to be an election to defer commencement
of payment of any benefit sufficient to satisfy this Section.

    


    9.4           Early Retirement With Age and Service
Requirement. If a Participant separates from service before satisfying
the age requirement for early retirement, but has satisfied the service
requirement, the Participant will be entitled to elect an early retirement
benefit upon satisfaction of such age requirement.

    


    9.5           Nontransferability of
Annuities. Any annuity contract distributed herefrom must be
nontransferable.

    


    9.6           Conflicts With Annuity
Contracts. The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the requirements of this
Plan.

    


    9.7           Limitation on Distributions to
Owner-Employees. Notwithstanding any other provision of this Plan, no
distribution of benefits may be made to an Owner-Employee before the
Owner-Employee attains age 59 1/2 or becomes disabled, unless in the Adoption
Agreement the Employer provided for an early retirement age that is less than 59
1/2 years of age. For purposes of this section only, an Owner-Employee shall be
deemed disabled if he is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to last for an extended period of time.

    


    ARTICLE
X

    MODES OF
DISTRIBUTION

     

    10.1           General Rule.

    


    (a)           Subject
to Article 8, the requirements of this Article shall apply to any distribution
of a Participant’s interest and will take precedence over any inconsistent
provisions of this Plan.

    


    10.2           Designation of Beneficiary.
Subject to the rules of Article 8, a Participant (or former Participant) may
designate from time to time (i) any person or persons (who may be designated
contingently or successively and may be an entity other than a natural person)
as his Beneficiary who will be entitled to receive any undistributed amounts
credited to the Participant’s separate Account under the Plan at the time of the
Participant’s death and (ii) the manner in which such undistributed amounts
shall be paid.

    


    Any such
designation by a Participant shall be made in writing in the manner prescribed
by the Plan Administrator, and shall be effective only when filed with


     

     

    
      
        
        

      

      
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    the Plan
Administrator during the Participant’s lifetime. A Participant may change or
revoke his designation at any time in the manner prescribed by the Plan
Administrator. If the Designated Beneficiary (or each of the Designated
Beneficiaries) predeceases the Participant, the Participant’s beneficiary
designation shall be effective. If no Beneficiary designation is in effect at
the time of the Participant’s death, his Beneficiary shall be his Surviving
Spouse or, if there is no Surviving Spouse, his estate.

    


    10.3           Optional Forms of
Benefit.

    


    (a)           Except
to the extent benefits are required to be paid in the form of an Automatic Joint
and Survivor Annuity under Article 8, any amount which a Participant shall be
entitled to receive under the Plan shall be distributed in one or a combination
of the following ways:

    


    (i)            
in a lump sum payment of cash;

    


    (ii)          
 in a lump sum payment including a distribution in kind as of the date of
distribution;

    


    (iii)           in
substantially equal monthly, quarterly, or annual installment payments of cash,
or a distribution in kind, over a certain period;

    


    (iv)           if
permitted by PENSION ADMINISTRATORS GROUP, INC., in monthly, quarterly, or
annual installment payments of cash, or the distribution in kind;
or

    


    (v)           by
application of the Participant’s vested Account to the purchase of a
nontransferable immediate or deferred annuity contract, on an individual or
group basis issued by an insurance company selected by the Plan
Administrator.

    


    (b)           If
the Participant fails to select a method of distribution except as may be
required by Article 8, all amounts which he is entitled to receive under the
Plan shall be promptly distributed to him in a lump sum payment which, in the
discretion of the Plan Administrator, may be all in cash or may include a
distribution in kind.

    


    ARTICLE
XI

    WITHDRAWALS

     

    11.1           Withdrawal of Voluntary
Contributions. Subject to the Qualified Election requirements of Article
8 and Section 11.4, any Participant who has made Voluntary Contributions may,
upon thirty (30) days’ notice in writing filed with the Plan Administrator, have
paid to him all or any portion of the balance in his Voluntary Contribution
Subaccount. A Participant who makes a withdrawal 

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

     

    under this
Section shall not be allowed to make any Voluntary Contributions during the six
month period following the date of the distribution and will forfeit any
Matching Contribution by the Employer on the Voluntary Contributions
withdrawn.

    


    11.2           Withdrawals of Salary Deferral.
Contributions.

    


    (a)           In General. Subject to the
Qualified Election requirements of Article 8 and Section 11.4, a Participant who
has made Salary Deferral Contributions may, upon thirty (30) days’ notice in
writing filed with the Plan Administrator, make withdrawals from his Salary
Deferral Contribution Subaccount in the event of financial hardship only. The
maximum withdrawal from the Participant’s Salary Deferral Contribution
Subaccount is the lesser of the amount of his Salary Deferral Contributions,
without earnings or investment gains, or the amount needed to alleviate his
financial hardship.

    


    (b)           Financial
Hardship.

    


    (i)            A
financial hardship withdrawal will be on account if the Participant has an
immediate and heavy financial need and the withdrawal is necessary to meet the
need.

    


    (ii)           A
withdrawal will be deemed to be on account of an immediate and heavy need if it
is caused by (A) a deductible medical expense incurred by the Participant or his
spouse, children or dependent; (B) purchase of the Participant’s principal
residence (not including mortgage payments); (C) tuition payments for the next
semester or quarter of a post-secondary education for the Participant or his
spouse, child or dependent; (D) rent or mortgage payments to prevent the
Participant’s eviction from or the foreclosure of the mortgage on his principal
residence; or (E) such other event or circumstance as the Puerto Rico Treasury
Department permits.

    


    (iii)          A
withdrawal will be deemed necessary to satisfy the Participant’s financial needs
if either (A) the Participant has made all non-hardship withdrawals; or (B) the
Participant satisfies such other requirements as may be prescribed by the Puerto
Rico Treasury Department.

    


    (iv)          A
Participant must establish to the Plan Administrator’s satisfaction both that
the participant has an immediate and heavy financial need and that the
withdrawal is necessary to meet the need, as provided in Subsections (ii) and
(iii) above.

    


    A
Participant’s application for a hardship withdrawal will be in writing on such
form and containing such information (or other evidence or materials
establishing the Participant’s financial hardship) as the Plan Administrator may
require. The  

     

     

    
      
        
        

      

      
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    Plan
Administrator’s determination of the existence of an the amount needed to meet a
financial hardship will be binding on the Participant.

    


    (c)           Notwithstanding
Subsection (b) above, to the extent provided in the Adoption Agreement, a
Participant may make financial hardship withdrawals.

    


    11.3           Manner of Making Withdrawals.
Any withdrawal by a Participant under the Plan shall be made only after the
Participant files a written request with the Plan Administrator specifying the
nature of the withdrawal and the amount of funds requested to be withdrawn. Upon
approving any withdrawal, the Plan Administrator shall make the withdrawal in a
lump sum payment of cash or a distribution in kind to the Participant. In making
any withdrawal payment, the Plan Administrator shall be fully entitled to rely
on the instruments furnished by the Employer, and shall be under no duty to make
any inquiry or investigation with respect thereto. Unless Section 8.6 is
applicable, if the Participant is married, his Spouse must consent to the
withdrawal pursuant to a Qualified Election (as defined in Section 8.4(c))
within the ninety (90) day period ending on the date of the
withdrawal.

    


    11.4           Limitations on Withdrawals.
The Plan Administrator may prescribe uniform and nondiscriminatory rules and
procedures limiting the number of times a Participant may make a withdrawal
under the Plan during any Plan Year, and the minimum amount a Participant may
withdraw on any single occasion.

    


    ARTICLE
XII

    ADMINISTRATION

     

    12.1           Duties and Responsibilities of
Fiduciaries; Allocation of Fiduciary Responsibility. A fiduciary to the
Plan shall have only those specific powers, duties, responsibilities and
obligations as are explicitly given him under the Plan and the Deed of Trust. In
general, the Employer shall have the sole responsibility for making
contributions to the Plan required under Article 4; appointing the Plan
Administrator, and determining the Funds available for investment under the
Plan. The Plan Administrator shall have the sole responsibility for the
administration of the Plan, as more fully described in Section 12.2. It is
intended that each fiduciary shall be responsible only for the proper exercise
of his own powers, duties, responsibilities and obligations under the Plan and
the Deed of Trust, and shall not be responsible for any act of failure to act of
another fiduciary. A fiduciary may serve in more than one fiduciary capacity
with respect to the Plan.

    


    12.2           Powers and Responsibilities of the
Plan Administrator.

    


    (a)           Administration of the Plan.
The Plan Administrator shall have all powers necessary to administer the Plan,
including the power to construe and interpret the Plan documents; to decide all
questions relating to an individual’s eligibility to 

     

     

    
      
        
        

      

      
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    participate
in the Plan; to determine the amount, manner and timing of any distribution of
benefits or withdrawal under the Plan; to resolve any claim for benefits in
accordance with Section 12.7; to appoint or employ advisors, including legal
counsel; and to render advice with respect to any of the Plan Administrator’s
responsibilities under the Plan. Any construction, interpretation or application
of the Plan by the Plan Administrator shall be final, conclusive and binding.
All actions by the Plan Administrator shall be taken pursuant to uniform
standards applied to all persons similarly situated. The Plan Administrator
shall have no power to add to, subtract from, or modify any of the terms of the
Plan, or to change or add to any benefits provided by the Plan, or to waive or
fail to apply any requirements of eligibility for a benefit under the
Plan.

    


    (b)           Records and Reports. The Plan
Administrator shall be responsible for maintaining sufficient records to reflect
the age and marital status of each Participant, the Eligibility Computation
Periods in which an Employee is credited with one or more Years of Service for
purposes of determining his eligibility to participate in the Plan, and the
Compensation of each Participant for purposes of determining the amount of
contributions that may be made by or on behalf on the Participant under the
Plan. The Plan Administrator shall be responsible for submitting all required
reports and notifications relating to the Plan to Participants or their
Beneficiaries, the Office of the Commissioner of Financing Institutions of
Puerto Rico, the Puerto Rico Treasury Department, the U.S. Internal Revenue
Service and the Puerto Rico and United States Department of Labor. All such
records shall be conclusive of the matters contained therein for all purposes
except that a Participant may request a correction in the record of his age at
any time prior to retirement, and such correction shall be made if, within
ninety (90) days after such request he furnishes in support thereof a birth
certificate, baptismal certificate or other documentary proof of age
satisfactory to the Plan Administrator.

    


    (c)           Furnishing Trustee with
Instructions. The Plan Administrator shall be responsible for furnishing
the Trustee with written instructions regarding all contributions to the Trust,
all distributions to Participants in accordance with Article 9 and all
withdrawals by Participants in accordance with Article 11. In addition,
the Plan Administrator shall be responsible for furnishing the Trustee with any
further information respecting the Plan which the Trustee may request for the
performance of its duties or for the purpose of making any returns to the Puerto
Rico Treasury Department, the U.S. Internal Revenue Service or U.S. Department
of Labor as may be required of the Trustee.

    


    (d)           Rules and Decisions. The Plan
Administrator may adopt such rules as it deems necessary, desirable, or
appropriate in the administration of the Plan. All rules and decisions of the
Plan Administrator shall be applied uniformly and consistently to all
participants in similar circumstances. When making a determination or
calculation, the Plan Administrator shall be entitled to rely upon 

     

     

    
      
        
        

      

      
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    information
furnished by a Participant or Beneficiary, the Employer, the legal counsel of
the Employer, or the Trustee.

    


    (e)           Application and Forms for
Benefits. The Plan Administrator may require a Participant or Beneficiary
to complete and file with it an application for a benefit, and to furnish all
pertinent information requested by it. The Plan Administrator and the Trustee
may rely upon all such information so furnished to it, including the
Participant’s or Beneficiary’s current mailing address.

    


    (f)           Facility of Payment.
Whenever, in the Plan Administrator’s opinion, a person entitled to receive a
payment of a benefit or installment thereof is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs, it
may direct the Trustee to make payments to such person or to the legal
representative or to a relative or friend of such person for that person’s
benefit, or it may direct the Trustee to apply the payment for the benefit of
such person in such manner as it considers advisable.

    


    12.3           Allocation of Duties and
Responsibilities. The Plan Administrator may, by written instrument,
allocate among its members or employees any of its duties and responsibilities
not already allocated under the Plan or may designate persons other than members
or employees to carry out any of the Plan Administrator’s duties and
responsibilities under the Plan. Any such duties or responsibilities thus
allocated must be described in the written instrument. If a person other than an
Employee of the Employer is so designated, such person must acknowledge in
writing his acceptance of the duties and responsibilities allocated to
him.

    


    12.4           Appointment of the Plan
Administrator. The Employer shall designate in the Adoption Agreement the
Plan Administrator who shall administer the Employer’s Plan. Such Plan
Administrator may consist of an individual, a committee of two or more
individuals, whether or not, in either such case, the individual or any of such
individuals are Employees of the Employer, a consulting firm or other
independent agent, the Trustee (with its consent), or the Employer itself. The
Plan Administrator shall be charged with the full power and the responsibility
for administering the Plan in all its details. If no Plan Administrator has been
appointed by the Employer, or if the person designated as Plan Administrator by
the Employer is not serving as such for any reason, the Employer shall be deemed
to the Plan Administrator of the Plan. The Plan Administrator may be remove by
the Employer, or may resign by giving notice in writing to the Employer, and in
the event of the removal, resignation, or death, or other termination of service
by the Plan Administrator, the Employer shall, as soon as practicable, appoint a
successor Plan Administrator, such successors thereafter to have all the rights,
privileges, duties and obligations of the predecessor Plan
Administrator.

     

     

    
      
        
        

      

      
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    12.5           Expenses. The Employer shall
pay all expenses authorized and incurred by the Plan Administrator in the
administration of the Plan.

    


    12.6           Liabilities. The Plan
Administrator and each person to whom duties and responsibilities have been
allocated pursuant to Section 12.3 shall be indemnified and held harmless by the
Employer with respect to any alleged breach of responsibilities performed or to
be performed hereunder. The Employer and each Affiliated Employer shall
indemnify and hold harmless PENSION ADMINISTRATORS GROUP, INC. against all
claims, liabilities, fines, and penalties, and all expenses reasonably incurred
by or imposed upon him (including, but not limited to, reasonable attorneys
fees) which arise as a result of actions or failure to act in connection with
the operation and administration of the Plan.

    


    12.7           Claims and Review
Procedures.

    


    (a)           Claims Procedure. If any
person believes he is being denied any rights or benefits under the Plan, such
person may file a claim in writing with the Administrator. If any such claim is
wholly or partially denied, the Administrator will notify such person of its
decision in writing. Such notification will contain: (i) specific reasons for
the denial, (ii) specific reference to pertinent Plan provisions, (iii) a
description of any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or information is
necessary, and (iv) information as to the steps to be taken if the person wishes
to submit a request for review.

    


    Such
notification will be given within 90 days after the claim is received by the
Administrator (or within 180 days, if special circumstances require an extension
of time for processing the claim, and if written notice of such extension and
circumstances is given to such person within the initial 90-day period). If such
notification is not given within such period, the claim will be considered
denied as of the last day of such period and such person may request a review of
his claim.

    


    (b)           Review Procedure. Within 60
days after the date on which a person receives written notice of a denied claim
(or, if applicable, within 60 days after the date on which such denial is
considered to have occurred) such person (or his duly authorized representative)
may: (i) file a written request with the Administrator for a review of the
denied claim and of pertinent documents, and (ii) submit written issues and
comments to the Administrator.

    


    The
Administrator will notify such person of its decision in writing. Such
notification will be written in a manner calculated to be understood by such
person and will contain specific reasons for the decision as well as specific
references to pertinent Plan provisions. The decision on review will be made
within 60 days after the request for review is received by the Administrator (or


     

     

    
      
        
        

      

      
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    within 120
days, if special circumstances require an extension of time for processing the
request, such as an election by the Administrator to hold a hearing, and if
written notice of such extension and circumstances is given to such person
within the initial 60-day period). If the decision on review is not made within
such period, the claim will be considered denied.

    


    ARTICLE
XIII

    AMENDMENT,
TERMINATION, AND MERGER

     

    13.1           PENSION ADMINISTRATORS GROUP, INC.’s
Power to Amend. PENSION ADMINISTRATORS GROUP, INC. may amend any part of
the Plan or Adoption Agreements at any time and from time to time.

    


    13.2           Amendment by Adopting
Employer. Subject to giving written notice to PENSION ADMINISTRATORS
GROUP, INC. by delivery of a copy of the change signed by the Employer, the
Employer may change its choice of options in the Adoption
Agreement.

    


    13.3           Plan Termination, Discontinuance of
Employer Contributions.

    


    (a)           The
Employer may terminate the Plan at any time in whole or in part. In the event of
the dissolution, merger, consolidation, or reorganization of the Employer, the
Plan shall automatically terminate as provided in paragraph (b) below unless the
Plan is continued by a successor employer in accordance with Section
13.4.

    


    (b)           Upon
the complete or partial termination of the Plan or the complete discontinuance
of Employer Contribution under the Plan, the separate Account of each
Participant affected thereby shall become fully vested and nonforfeitable, and
the Plan Administrator shall distribute assets remaining in the Trust, after
payment of any expenses properly chargeable thereto, to Participants or their
Beneficiaries, unless directed by the Employer to continue the Trust and
distribute Participants’ Accounts at such other time and in such other
nondiscriminatory manner as the Employer shall designate, provided that such
distribution shall be in accordance with the provisions of Articles 9 and 10.
Upon the completion of such distribution, the Plan Administrator shall be
relieved of all further liability with respect to the assets so
distributed.

    


    13.4           Successor Employer. In the
event of the dissolution, merger, consolidation or reorganization of the
Employer, provision may be made by which the Plan and Trust shall be continued
by the successor employer, in which case such successor employer shall be
substituted for the Employer under the Plan. The substitution of the successor
employer shall constitute an assumption of Plan liabilities by the successor
employer, and the successor Employer shall have all powers, duties, and
responsibilities of the Employer under the Plan.

     

     

    
      
        
        

      

      
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    13.5           Merger, Consolidation, or
Transfer. There shall be no merger or consolidation of the Plan with, or
transfer of assets or liabilities of the Plan to, any other plan of deferred
compensation maintained or to be established for the benefit of all or some of
the Participants of the Plan, unless each Participant would (if either this Plan
or such other plan the terminated) receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit
the Participant would have been entitled to receive immediately before the
merger, consolidation or transfer (if this Plan had then
terminated).

    


    ARTICLE
XIV

    MISCELLANEOUS

     

    14.1           Exclusive benefit of Participant and
Beneficiaries.

    


    (a)           All
assets of the Plan and Trust shall be retained for the exclusive benefit of
Participants and their Beneficiaries, and shall be used only to pay benefits to
such persons or to pay the fees and expenses of the Trust. The assets of the
Plan and Trust shall not revert to the benefit of the Employer, except as
otherwise specifically provided in Section 14.1(b).

    


    (b)           To
the extent permitted or required by ERISA and the PR Code, contributions to the
Plan are subject to the following conditions:

    


    (i)           If
a contribution or any part thereof is made to the Plan and Trust, if applicable,
by the Employer under a mistake of fact, such contribution or part thereof shall
be returned to the Employer within one year after the date the contribution is
made;

    


    (ii)           In
the event the Plan is determined not to meet the initial qualification
requirements of Section 1165(a) of the PR Code, contributions made in respect of
any period of which such requirements are not met shall be returned to the
Employer within one (1) year after the Plan is determined not to meet such
requirements, but only if the application for the qualification is made by the
time prescribed by law for filing the Employer’s return for the taxable year in
which the Plan is adopted, or such later date as the Puerto Rico Treasury
Secretary may prescribe.

    


    (iii)           Contributions
to the Plan and Trust, if applicable, are specifically conditioned on their
deductibility under the PR Code and, to the extent a deduction is disallowed for
any such contribution, such amount shall be returned to the Employer within one
(1) year after the date of the disallowance of the deduction.

     

     

    
      
        
        

      

      
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    14.2           Nonguarantee of Employment.
Nothing contained in this Plan shall be construed as a contract of employment
between the Employer and any Employee, or as a right of any Employee to be
continued in the employment of the Employer, or as a limitation of the right of
the Employer to discharge any of its Employees, with or without
cause.

    


    14.3           Rights to Plan Assets. No
Employee, Participant, or Beneficiary shall have any right to, or interest in,
any assets of the Plan upon termination of employment or otherwise, except as
provided under the Plan. All payments of benefits under the Plan shall be made
solely out of the assets of the Plan.

    


    14.4           Nonalienation of Benefits. No
benefit or interest available hereunder will be subject to assignment or
alienation, either voluntarily or involuntarily. The preceding sentence shall
also apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic relations order,
unless such order is determined to be a qualified domestic relations order as
defined in Section 206(d) of ERISA, or any domestic relations order entered
before January 1, 1985.

    


    14.5           Aggregation
Rules.

    


    (a)           If
this Plan provides contributions or benefits for one or more Owner-Employees who
control both the business for which this Plan is established and one or more
other trades or businesses, this Plan and the plan established for other trades
or businesses must, when looked at as a single plan, satisfy Sections 1165(a)
and (g) of the PR Code for the Employees of this and all other trades or
businesses.

    


    (b)           If
the Plan provides contributions or benefits for one or more Owner-Employees who
control one or more other trades or businesses, the employees of the other
trades or businesses must be included in a plan which satisfies Section 1165(a)
of the PR Code and which provides contributions and benefits not less favorable
than provided for Owner-Employees under this Plan.

    


    (c)           If
an individual is covered as an Owner-Employee under the plans of two or more
trades or businesses which are not controlled and the individual controls a
trade or business, then the contribution or benefits which are controlled must
be as favorable as those provided for him under the most favorable plan of the
trade or business which is not controlled.

    


    (d)           For
purposes of paragraphs (a), (b), and (c), an Owner- Employee, or two or more
Owner-Employees, will be considered to control a trade or business if the
Owner-Employee, or two or more Owner-Employees together:

    


    (i)           own
the entire interest in an unincorporated trade or business; or

     

     

    
      
        
        

      

      
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    (ii)           in
the case of a special partnership, own more than fifty percent (50%) of either
the capital interest or the profit interest in a special
partnership.

    


    For
purposes of the preceding sentence, an Owner-Employee, or two or more
Owner-Employees shall be treated as owning an interest in a partnership which is
owned, directly or indirectly, by a partnership which such Owner-Employee, or
such two or more Owner-Employees, are considered to control within the meaning
of the preceding sentence.

    


    14.6           Failure of Qualification. If
this Plan or any part of it fails to attain or retain qualification, such plan
will no longer be part of the Program and its assets will be held by the Plan
Administrator in a separate account.

    


    14.7           Applicable Law. Except to the
extent otherwise required by ERISA, this Plan shall be construed and enforced in
accordance with the laws of the Commonwealth of Puerto Rico.

    


    14.8           Invalidity of Certain
Provisions. If any provisions of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof and the Plan shall be construed and enforced as if such
provisions, to the extent invalid or unenforceable, had not been
included.

    
48