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                                                                     EXHIBIT 4.4

                                  POPULAR, INC.
                             2001 STOCK OPTION PLAN

                             EFFECTIVE MARCH 7, 2001
                            AS AMENDED APRIL 23, 2001

SECTION 1.        INTRODUCTION

         1.1      PURPOSE

                  The purpose of the Popular, Inc. 2001 Stock Option Plan (the
"Plan") is to provide Popular, Inc. (the "Corporation") and its subsidiaries
(the "Subsidiary") with an effective means to attract and retain highly
qualified personnel as well as to provide additional incentive to employees and
directors who provide services to the Corporation and the Subsidiary. The Plan
is expected to contribute to the attainment of these objectives by offering
selected employees and directors the opportunity to acquire stock ownership
interests in the Corporation.

         1.2      CONSIDERATION TO CORPORATION FOR ISSUANCE OF OPTIONS:
AGREEMENTS BY EMPLOYEES.

                  Each Employee by signing and accepting an Option Contract
will, if the Committee so requires, agree to remain employed by the Corporation
or a Subsidiary for a specified period of time, and the consideration to the
Corporation for the issuance of Options will be any such employment agreements
as well as the benefits to the Corporation or the Subsidiary from the added
incentive to the Employee of increased proprietorship in the Corporation.
Nothing in the Plan or in any Option Contract shall confer on any individual any
right to continue employed by the Corporation or any Subsidiary or limit the
right of the Corporation or of any Subsidiary to terminate Employment of an
Employee at any time, with or without cause.

         1.3      PLAN SUBJECT TO RATIFICATION BY SHAREHOLDERS.

                  The Plan shall become effective upon adoption by the Board of
Directors, provided that the Plan is approved, within one year following its
adoption by the Board of Directors, by a vote of the holders of a majority of
the shares of Common Stock entitled to vote and present in person or by proxy at
a duly held shareholders' meeting. No Option under the Plan may be granted more
than 10 years after the earlier of the date the Plan is adopted or the date the
Plan is approved by the shareholders of the Corporation, without further
approval by the shareholders of the Corporation.


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         1.4      LIMITATIONS ON NUMBER OF SHARES ISSUABLE UNDER THE PLAN.

                  Subject to the following provisions of this Section 1.4, the
aggregate number of shares of Common Stock which may be issued under the Plan
shall be limited to 5,000,000 shares. The shares of Common Stock for which
Options may be granted may consist of either authorized but unissued shares of
Common Stock or shares of Common Stock which have been issued and which shall
have been heretofore or hereafter reacquired by the Corporation. The total
number of shares subject to Options authorized under the Plan shall be subject
to increase or decrease in order to give effect to the adjustment provisions of
Section 3.2 hereof or any amendment adopted as provided in Section 4.2 hereof.
If any Option granted under the Plan is forfeited or otherwise expires,
terminates or is cancelled for any reason without having been exercised in full,
shares of Common Stock are surrendered or withheld from any Option to satisfy an
Optionee's income tax withholding obligations, or shares of Common Stock owned
by an Optionee are tendered to pay the exercise price of an Option, then the
shares covered by such forfeited, expired, terminated or cancelled Option or
which are equal to the number of shares surrendered, withheld or tendered, shall
again become available for purposes of the Plan.

         1.5      DEFINITIONS.

                  The following terms shall have the meanings set forth below:

                  (a) Board or Board of Directors. The Board of Directors of the
Corporation.

                  (b) Committee. The compensation committee or such other
committee or committees as may be appointed by the Board of Directors to
administer the Plan pursuant to the provisions of Section 4.2 hereof. At any
time the Plan is being administered by the Board of Directors pursuant to
Section 4.1, any reference to the Committee shall be deemed to refer to the
Board of Directors.

                  (c) Common Stock. The Corporation's presently authorized
common stock, par value $6.00 per share, except as this definition may be
modified pursuant to the provisions of Section 3.2 hereof.

                  (d) Disability. Complete and permanent inability by reason of
illness or accident to perform the duties of the occupation of the Employee or
Nonemployee Director for the Corporation or a Subsidiary when such disability
commenced.


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                  (e) Employee. Any salaried officer or common law employee of
the Corporation or any Subsidiary, or both, including any salaried officer or
employee who is a member of the Board of Directors of the Corporation.

                  (f) Employment. The rendering of services by an Employee for
the Corporation, for any Subsidiary, or both. Whether military, government or
public service shall constitute termination of employment for purposes of this
Plan or any Option granted hereunder shall be determined in each case by the
Committee in its sole discretion.

                  (g) Fair Market Value. The closing price of the Common Stock
reported on the NASDAQ National Market system on the date as of which such value
is being determined or, if no price is reported on such day, then on the next
preceding day on which such price was reported, or, if at any time the Common
Stock shall not be reported on the NASDAQ National Market system, the Committee
shall determine the fair market value on the basis of available prices for such
Common Stock or in such manner as may be authorized by applicable regulations
under the PRC and the IRC.

                  (h) Incentive Stock Option. An option to purchase Common Stock
granted by the Committee under the Plan which satisfies the requirements of
Section 422 of the IRC.

                  (i) IRC. The United States Internal Revenue Code of 1986, as
amended.

                  (j) Nonemployee Director. Any director of the Corporation or a
Subsidiary who is not an Employee of the Corporation or any Subsidiary.

                  (k) Nonstatutory Stock Option. An option to purchase Common
Stock granted by the Committee under the Plan which does not satisfy the
requirements of Section 1046 of the PRC or Section 422 of the IRC.

                  (l) Option. A Qualified Stock Option, an Incentive Stock
Option or a Nonstatutory Stock Option.

                  (m) Optionee. A person to whom an Option has been granted
under the Plan.

                  (n) Option Expiration Date. The date on which an Option
becomes unexercisable by reason of the lapse of time or when a Nonstatutory
Stock Option otherwise becomes unexercisable.


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                  (o) PRC. The Puerto Rico Internal Revenue Code of 1994, as
amended.

                  (p) Qualified Stock Option. An option to purchase Common Stock
granted by the Committee under the Plan which satisfies the requirements of
Section 1046 of the PRC.

                  (q) Reload Option. An option to purchase Common Stock granted
by the Committee under the Plan pursuant to Section 2.4.

                  (r) Subsidiary. Any corporation in an unbroken chain of
corporations beginning with the Corporation if, at the time an Option is
granted, each of the corporations other than the Corporation owns stock
possessing 50% or more of the total combined voting power of all classes of
stock of one of the other corporations in such chain.

         The use of the singular shall also include within its meaning the
plural or vice versa.

SECTION 2.        STOCK OPTIONS

         2.1      GRANT AND EXERCISE OF OPTIONS.

                  (a) Grant of Options to Employees. The Board of Directors or
the Committee on behalf of the Corporation may grant Options to purchase Common
Stock to Employees or Nonemployee Directors selected by it in its discretion.

                  (b) Option Contracts. Options shall be evidenced by agreements
("Option Contracts") in such form as the Board of Directors or Committee shall
approve (the Board of Directors in the case of Director Options) containing such
terms and conditions, including the period of their exercise, whether in
installments or otherwise, as shall be contained therein, which need not be the
same for all Options.

                  (c) Option Price. The purchase price per share of Common Stock
under each Option granted to an Employee or Nonemployee Director shall be not
less than 100 percent of the Fair Market Value per share of such Common Stock on
the date the Option is granted, as determined by the Committee. The purchase
price may be subject to adjustment in accordance with the provisions of Section
3.2 hereof.

                  (d) Term of Option. The term during which each Option granted
to an Employee or Nonemployee Directors under the Plan may
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be exercised shall not exceed a period of ten years from the date of its grant.

                  (e) Exercise of Options. Unless an Option Contract provides
otherwise or as provided in Section 3.1 below, each Option shall become
exercisable, on a cumulative basis, with respect to 20% of the shares of Common
Stock covered thereby on the first anniversary of the date of its grant and with
respect to an additional 20% of the shares covered thereby on each subsequent
anniversary. Any part of an Option that has become exercisable shall remain
exercisable until it has been exercised in full or it terminates or expires
pursuant to the terms of the Plan or the applicable Option Contract. Subsequent
to the grant of an Option which is not immediately exercisable in full, the
Board of Directors or the Committee, at any time before complete termination of
such Option, may accelerate the time or times at which such Option may be
exercised in whole or in part.

                  (f) Options Nontransferable. Options granted under the Plan
shall by their terms be nontransferable otherwise than by will or the laws of
descent and distribution, and, during the lifetime of the Optionee, shall be
exercisable only by the Optionee. No transfer of an Option by an Optionee by
will or by the laws of descent and distribution shall be effective to bind the
Corporation unless the Corporation shall have been furnished with written notice
thereof and a copy of the will and/or such other evidence as the Board of
Directors or Committee may determine necessary to establish the validity of the
transfer.

                  (g) Payment of Exercise Price. Each Option shall be exercised
by delivery of a written notice to the Corporation stating the number of whole
shares of Common Stock as to which the Option is being exercised and accompanied
by payment therefor. No shares shall be issued on the exercise of an Option
unless paid for in full at the time of purchase. Payment for shares purchased
upon the exercise of an Option shall be made (i) by check payable to the
Corporation, (ii) with the approval of the Board of Directors or the Committee,
in Common Stock which has been held by the Optionee for at least six months
valued at the then Fair Market Value thereof as determined by the Board of
Directors or Committee, (iii) with the approval of the Board Directors or the
Committee, by authorizing the Corporation, Popular Securities, Inc. or a
brokerdealer approved by the Corporation, to sell, on behalf of Optionee, the
appropriate number of shares otherwise issuable to the Optionee upon exercise of
an Option, (iv) with the approval of the Board of Directors or the Committee and
at the election of the Participant, by withholding from those shares that would
otherwise be obtained upon exercise of the Option a number of shares having a
Fair Market Value equal to the Option Price, (v) by any



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combination of (i), (ii), (iii), or (iv) above, or (vi) by other means that the
Board of Directors or the Committee deems appropriate. Neither the Corporation
nor any Subsidiary may directly or indirectly lend money to any individual for
the purpose of assisting such individual to acquire or to carry shares issued
upon the exercise of Options granted under the Plan. No Optionee shall have any
rights as a shareholder with respect to any share of Common Stock covered by an
Option unless and until such individual shall have become the holder of record
of such share, and except as otherwise permitted by Section 3.2 hereof, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property or distributions or other rights) in respect
of such share for which the record date is prior to the date on which such
individual shall have become the holder of record thereof.

                  (h) Investment Purpose. At the time of any exercise of any
Option, the Corporation may, if it shall deem it necessary or desirable for any
reason, require the holder of the Option to represent in writing to the
Corporation that it is the intention of such holder to acquire the shares of
Common Stock for investment only and not with a view to the distribution
thereof. In such event no shares of Common Stock shall be issued to such holder
unless and until the Corporation is satisfied with the correctness of such
representation.

         2.2      QUALIFIED STOCK OPTIONS AND INCENTIVE STOCK OPTIONS.

                  In addition to meeting the requirements of Section 2.1, each
Qualified Stock Option shall be subject to the requirements of (a) and each
Incentive Stock Option shall be subject to the requirements of (a), (b) and (c)
of this Section 2.2.

                  (a) Annual Limitation of Options Which May Be Considered
Qualified Stock Options and/or Incentive Stock Options. Anything else in the
Plan notwithstanding, if and to the extent that the provisions of Section 1046
of the PRC and/or Section 422 of the IRC shall so require, the aggregate Fair
Market Value (determined as of the time the Option is granted) of the shares
with respect to which Qualified Stock Options and/or Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year (under
the Plan and any other plans of the Corporation and its Subsidiaries) shall not
exceed $100,000.

                  (b) Incentive Stock Options Granted to Ten Percent
Shareholders. Notwithstanding anything to the contrary contained in this Plan,
an Incentive Stock Option may not be granted to an Optionee who owns, directly
or indirectly, stock possessing more



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than 10 percent of the total combined voting power of all classes of stock of
the Corporation or any Subsidiary unless, at the time such Incentive Stock
Option is granted, the exercise price of such Incentive Stock Option is at least
110 percent of the Fair Market Value of the Common Stock subject to the
Incentive Stock Option, and such Incentive Stock Option, by its terms, is not
exercisable after the expiration of five (5) years from the date of grant of
such Incentive Stock Option.

                  (c) Notice. An Optionee shall give prompt (no more than 30
days) notice to the Corporation of any disposition of shares acquired upon
exercise of an Incentive Stock Option if such disposition occurs within either
two years after grant or one year after the receipt of such shares by the
Optionee.

         2.3      RELOAD OPTIONS.

                  At the time a Nonstatutory Stock Option (the "Original
Option") is granted, the Committee may also authorize the grant of a Reload
Option subject to the following terms:

                  (a) The number of shares of Common Stock subject to the Reload
Option shall be the number of shares, if any, used by the Optionee to pay the
purchase price upon exercise of the Original Option, plus the number of shares,
if any, delivered by the Optionee to satisfy the tax withholding requirement
relating to such exercise.

                  (b) The Reload Option shall be a Nonstatutory Stock Option.

                  (c) The grant of the Reload Option shall be effective upon the
date of exercise of the Original Option, and the term of the Reload Option shall
be the period, if any, remaining from that date to the date upon which the
Original Option would have expired.

                  (d) The grant of the Reload Option shall not be effective if,
on the date of exercise of the Original Option, the Optionee is not employed by
the Corporation or a Subsidiary.

                  (e) The Reload Option shall have such other terms and
conditions as the Committee may, in its sole discretion consistent with this
Section, determine.

SECTION 3.        PROVISIONS RELATING TO PLAN PARTICIPATION



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         3.1      TERMINATION OF EMPLOYMENT OR SERVICE AS A DIRECTOR

                  (a)      Termination of Employment or Discharge.  Unless
earlier terminated in accordance with its terms, an Option shall
terminate six months after any of the following:

                           (i) voluntary termination of Employment by the
Employee, with or without the consent of the Corporation or any Subsidiary for
reasons other than Disability or retirement under a retirement plan of the
Corporation or any Subsidiary, or

                           (ii) termination of Employment by the Corporation or
any Subsidiary, without cause, or

                           (iii) termination of Employment because the employing
Subsidiary ceased to be a Subsidiary of the Corporation and the Employee does
not, prior thereto or contemporaneously therewith, become an Employee of the
Corporation or of another Subsidiary.

                  Notwithstanding the foregoing provision, the Committee may, in
its sole discretion, at the time of grant establish different terms and
conditions pertaining to the effect of an Optionee's termination of employment
on the exercisability of Options.

                  (b) Termination of Employment or Discharge With Cause. Unless
earlier terminated in accordance with its terms, all Options, whether vested or
not, awarded to an Employee who terminates Employment or is discharged due with
cause by appropriate corporate action or under authority of law shall terminate
immediately upon such termination of Employment or discharge.

                  (c) Termination of Employment Upon Retirement or Disability.
Unless earlier expired in accordance with its terms, all Options held by an
Employee shall become vested immediately upon the Employee's termination of
Employment due to retirement under the terms of the retirement plan of the
Corporation or the Subsidiary employing the Employee or due to the Employee's
Disability. The Employee so terminating Employment due to retirement or
disability shall have until the Option Expiration Date to exercise the Options
awarded to him.

                  (d) Vesting and Exercise of Options After Death. If the holder
of an Option shall die during the term of an Option, the Option shall become
immediately vested and the holder or the legal representatives shall be entitled
to exercise the Option in whole



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or in part, to the extent then unexercised, at any time within one year
following the death of the Optionee, but in no event after the Option Expiration
Date.

                  (e) Termination of Service as a Director. If a Nonemployee
Director shall terminate his service as a director for reasons other than
removal for cause by appropriate Corporate action or under authority of law, all
unexpired Options held by the Nonemployee Director which have not vested shall
become vested immediately. The nonemployee Director so terminating his service
as a director shall have until the Option Expiration Date to exercise the
Options awarded to him.

                  Unless earlier terminated in accordance with its terms, a
vested Option awarded to a Nonemployee Director who terminates his service as a
director due to removal for cause by appropriate corporate action or under
authority of law shall terminate immediately upon such termination of service as
a director.

         3.2      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CHANGE OF
CONTROL; DISSOLUTION.

                  (a) Subject to any required action by the shareholders of the
Corporation, each of (i) the number of shares of Common Stock covered by each
outstanding Option, (ii) the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, (iii) the price per share of Common Stock covered by each such
outstanding Option, and (iv) the maximum number of shares with respect to which
Options may be granted to any Optionee, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split or the payment of a stock dividend with respect to
the Common Stock or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Corporation;
provided, however, that (a) each such adjustment with respect to an Incentive
Stock Option or Qualified Stock Option shall comply with the rules of Section
424(a) of the IRC (or any successor provision) and an applicable provision of
the PRC, respectively, and (b) in no event shall any adjustment be made which
would render any Qualified Stock Option granted hereunder other than a
"qualified option" under Section 1046 of the PRC or any Incentive Stock Options
granted hereunder other than an "incentive stock option" as defined in Section
422 of the IRC; and provided further, however, that conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Committee,



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whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

                  (b) If: (1) any person (as defined for purposes of Section
13(d) and 14(d) of the Exchange Act, but excluding the Corporation and any of
its whollyowned subsidiaries) acquires direct or indirect ownership of 50% or
more of the combined voting power of the then outstanding securities of the
Corporation as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise; or (2) the shareholders of the
Corporation approve (A) any consolidation or merger of the Corporation in which
the Corporation is not the surviving corporation (other than a merger of the
Corporation in which the holders of Common Stock immediately prior to the merger
have the same or substantially the same proportionate ownership of the surviving
corporation immediately after the merger), or (B) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Corporation to an entity which is not
a whollyowned subsidiary of the Corporation, then the exercisability of each
Option outstanding under the Plan shall be automatically accelerated so that
each Option shall, immediately prior to the specified effective date of any of
the foregoing transactions, become fully exercisable with respect to the total
number of shares subject to such Option and may be exercisable for all or any
portion of such shares. Upon the consummation of any of such transactions, all
outstanding Options under the Plan shall, to the extent not previously
exercised, terminate and cease to be outstanding.

                  (c) In the event of the proposed dissolution or liquidation of
the Corporation, all outstanding Options will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Committee.

SECTION 4.        ADMINISTRATION

         4.1      BOARD OF DIRECTORS TO ADMINISTER THE PLAN.

                  (a) Unless the Board of Directors appoints a Committee
pursuant to Section 4.2, the Board of Directors shall have, subject to the
express provisions of the Plan, general authority to administer the Plan to
Grant Options thereunder and to make determinations under, interpretations of,
and to take such other



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steps in connection with the Plan and the Options granted thereunder as it may
deem necessary or advisable.

         4.2      INDEPENDENT COMMITTEE TO ADMINISTER THE PLAN.

                  (a) Composition and Functions of the Committee. A Committee
consisting of at least two directors (who shall be Nonemployee Directors as
defined in Rule 16b3 of the Securities and Exchange Commission) may be appointed
by the Board of Directors and will have, subject to the express provisions of
the Plan, general authority to administer the Plan, to grant Options thereunder,
subject to the ratification of the Board of Directors if such limitation is
imposed by the Board of Directors, and to perform such other functions as may be
assigned to it by the Board of Directors in connection with the Plan, including,
among other things, determining the form of Option Contracts to be issued under
the Plan and the terms and conditions to be included in such Option Contracts
and adopting from time to time such rules and regulations as it may deem
appropriate for the proper administration of the Plan. The Committee may also
make such determinations under, and such interpretations of, and take such steps
in connection with, the Plan, the rules and regulations or Options granted
thereunder as it may deem necessary or advisable. The Committee may, in its
discretion or in accordance with a direction from the Board of Directors, waive
any provisions of any Option Contract, provided such waiver is not inconsistent
with the terms of the Plan as then in effect.

                  (b) Authorization of Actions Taken by the Committee and Board
of Directors. Vacancies in the Committee shall be filled by the Board of
Directors. The Committee may act by a majority of its members either at a
meeting or in writing without a meeting. All questions arising under the Plan or
under any rules and regulations adopted by the Board of Directors or the
Committee or under the Option Contracts, whether such questions involve
interpretation thereof or otherwise, shall be determined by the Committee and
its determination, unless disapproved by the Board of Directors, shall be
conclusive and binding in all cases. To the extent that any such action would
not adversely affect the status of Qualified Stock Options and Incentive Stock
Options under the PRC and IRC, respectively, all matters provided in the Plan,
in the Option Contracts, or in such rules and regulations to be determined or
performed by the Committee may be determined or performed by the entire Board of
Directors. No member of the Board of Directors or of the Committee shall be
liable for any action taken or any determination made in good faith with respect
to the Plan or any Option Contract.



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                  (c) Findings of the Board of Directors and Committee Are
Conclusive. Each determination, interpretation, or other action made or taken
pursuant to the provisions of this Plan by the Board of Directors or the
Committee shall be final and shall be binding and conclusive for all purposes
and upon all persons, including, without limitation thereto, the Corporation,
the shareholders, the Committee and each of the members thereof, and all
Optionees, and their respective successors in interest.

         4.3      AMENDMENT AND DISCONTINUANCE OF THE PLAN.

                  The Board of Directors may at any time amend, modify, suspend
or terminate the Plan, without shareholder approval, except to the extent
required by the PRC or the IRC to permit the granting of Qualified Stock Options
or Incentive Stock Options, or by the rules of any securities exchange or
automated quotation system on which the shares of Common Stock of the
Corporation trade at such time, provided, that no change shall be made which
will have a material adverse effect upon any Option previously granted unless
the consent of the affected Optionee is obtained.

         4.4      COMPLIANCE WITH LAW AND OTHER CONDITIONS.

                  (a) Options. Any exercise by an Optionee of an Option shall be
made only in compliance with any applicable rule or regulation of the Securities
and Exchange Commission exempting such exercise from the operation of Section
16(b) of the Securities Exchange Act of 1934 and any other applicable law, rule,
regulation or other provision that may hereafter relate to the exercise and cash
settlement rights of Options under the Federal securities laws.

                  (b) Generally. No shares of Common Stock shall be issued
pursuant to the exercise of any Option granted under the Plan prior to the
compliance by the Corporation, to the satisfaction of its counsel, with any
applicable laws and with any applicable regulations of any securities exchange
on which such shares are listed.

         4.5      WITHHOLDING TAXES.

                  Whenever shares of Common Stock are to be issued pursuant to
the Plan, the Corporation shall have the right to require that there be remitted
to the Corporation an amount sufficient to satisfy all applicable federal,
state, commonwealth and local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. The Corporation reserves the
right to satisfy the applicable federal, state,



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commonwealth and local withholding tax requirements through the retention of
shares of Common Stock otherwise transferable upon exercise of an Option. Such
withheld amounts shall meet the Federal securities laws requirements set forth
in Section 4.3(a), hereof. Whenever payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy federal, state and
local withholding tax requirements and authorized deductions.

         4.6      TAX OFFSET PAYMENTS.

                  The Committee shall have the authority at the time of any
award under this Plan or anytime thereafter to make Tax Offset Payments to
assist Optionees in paying income taxes incurred as a result of their
participation in this Plan. The Tax Offset Payments shall be determined by
multiplying a percentage established by the Committee by all or a portion (as
the Board of Directors or the Committee shall determine) of the taxable income
recognized by an Optionee upon (i) the exercise of a Nonstatutory Stock Option,
or (ii) the disposition of shares received upon exercise of a Qualified Stock
Option or Incentive Stock Option. The percentage shall be established, from time
to time, by the Committee at that rate which the Committee, in its sole
discretion, determines to be appropriate and in the best interests of the
Corporation to assist Optionees in paying income taxes incurred as a result of
the events described in the preceding sentence. Tax Offset Payments shall be
subject to the restrictions on transferability applicable to Options set forth
in Section 2.1(f).

         4.7      USE OF PROCEEDS AND FUNDING.

                  (a) Use of Proceeds. The proceeds from the sale of Common
Stock pursuant to Options granted under the Plan shall constitute general funds
of the Corporation and may be used for its corporate purposes as the Corporation
may determine.

                  (b) Funding. No provision of the Plan shall require or permit
the Corporation, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the
Corporation maintain separate bank accounts, books, records or other evidence of
the existence of a segregated or separately maintained or administered fund for
such purposes. Employees shall have no rights under the Plan other than as
unsecured general creditors of the Corporation, except that insofar as they may
have become entitled to payment of additional compensation by performance of
services, they shall have the same rights as other employees under general law.
This Subsection shall not prevent the Corporation



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from purchasing its Common Stock for the purpose of meeting its requirements to
issue Common Stock pursuant to the Plan.

         4.8      OTHER.

                  To the extent applicable, this Plan is intended to permit the
issuance of Qualified Stock Options in accordance with the provisions of Section
1046 of the PRC and Incentive Stock Options in accordance with Section 422 of
the IRC. This Plan may be modified or amended at any time, both prospectively
and retroactively, and in such manner as to affect Qualified Stock Options or
Incentive Stock Options previously granted, if such amendment or modification is
necessary for this Plan and the Qualified Stock Options or Incentive Stock
Options granted hereunder to qualify under said provisions of the PRC and the
IRC.


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