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                                                                     EXHIBIT 4.3

FIRSTBANK 401(K) RETIREMENT PLAN FOR RESIDENTS OF PUERTO RICO

PLAN SPECIFICATIONS

The following plan specifications are provided merely to assist in the
preparation of the legal document necessary for the establishment of the savings
and investment plan. While counsel should feel free to make any changes he
considers appropriate, certain provisions have been included in these plan
specifications to comply with .the Employee Retirement Income Security Act of
1974, the Puerto Rico Internal Revenue Code of 1994 and the Income Tax
Regulations issued thereunder.

THE FIRSTBANK 401(K) RETIREMENT PLAN FOR RESIDENTS OF PUERTO RICO

STATEMENT OF PURPOSE

The First Federal Savings Bank has had in effect since May 15, 1965 The First
Federal Savings Bank 401(k) Retirement Plan (Puerto Rico), to which it made
contributions for the purpose of sharing its profits with its employees in order
to provide for the accumulation of funds for the benefit of eligible employees
and their beneficiaries in the manner and to the extent set forth in such plan.
The plan document, hereinafter set forth, and its related trust agreement,
constitutes an amendment in its entirety to said plan which is continued
effective as of January 1, 2000 with respect to employees and participants who
had not yet retired, terminated employment or died as of such date. The rights
of anyone covered under the plan prior to January 1, 2000, who retired,
terminated employment or died before that date, shall be determined in
accordance with the terms and provisions of the plan in effect on the date of
such retirement, termination of employment or death, except as otherwise
specifically provided herein. This Plan, together with the Trust Agreement, is
intended to meet the application requirements of the following Statutes: the
Employee Retirement Income Security Act of 1974 ("ERISA "); and the Puerto Rico
Internal Revenue Code of 1994 (the "Code") and the Income Tax Regulation
("I.T.R"). This Plan shall be amended from time to time to conform to the
requirements of ERISA, the Code and the I.T.R. In adopting this Plan, the
Adopting Company elects per Section 1O22(i) of ERISA, not to be covered under
Title II of ERISA.

ARTICLE 1 DEFINITIONS

For purposes of the Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context. Wherever used, the masculine pronoun shall include the feminine
pronoun, the feminine pronoun shall include the masculine, the singular shall
include the plural, and the plural shall include the singular.

1.01 " Account"

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The interest of a Participant in the Trust Fund as represented by his accounts
as designated below.

(a) "Elective Deferral Contribution Account" -Portion of Trust Fund attributable
to a Participant's Elective Deferral Contributions in accordance with the
provisions of Section 3.01 and the provisions of the Plan in effect prior to the
Supplemental Effective Date.

(b) "401 (k) Matching Contribution Account" -Portion of Trust Fund attributable
to the Company's Matching Contributions in accordance with the provisions of
Subsection 3.03(a) and with the provisions of the Plan in effect prior to the
Supplemental Effective Date.

(c) "401 (a) Matching Contribution Account" -Portion of Trust Fund attributable
to the Company's Matching Contributions in accordance with the provisions of
Subsection 3.03(b) and with the provisions of the Plan in effect prior to the
Supplemental Effective Date.

(d) "Rollover Account" -Portion of Trust Fund attributable to funds rolled over
from another qualified plan in accordance with Section 3.07.

(e) "Transfer Account" -Portion of Trust Fund attributable to the profit sharing
plan am] defined benefit plan assets transferred or existing prior to September
1, 1991.

(f) "Voluntary Contribution Account" -Portion of Trust Fund attributable to a
Participant's Voluntary Contributions in accordance with the provisions of
Section 3.04 and the provisions of the Plan in effect prior to the Supplemental
Effective Date.

(g) "Qualified Matching Contribution Account" -Portion of Trust Fund
attributable to the Company's Qualified Matching accordance with the provisions
of Subsection 3.03(b).

(h) "Qualifiied Nonelective Contribution Account" -Portion of Trust Fund
attributable to the Company's Qualified Nonelective Contributions In accordance
with the provisions of Subsection 3.03(c).

1.02 "Anniversary Date"

Each January 1.

1.03 "Annuity Starting Date"

The first day of the first period for which an amount is payable as an annuity.
If a benefit is not payable in the form of an annuity, the first day on which
all events have occurred which entitle the Participant to such benefit.

1.04 "Applicable Computation Period"

(a) For purposes of Hours of Employment for eligibility in accordance with
Section 2.01, an Eligible Employee's first Applicable Computation Period shall
be the 12-month period beginning as of the date a person first completed an Hour
of Employment with an Employer. Thereafter, such Eligible Employee's Applicable
Computation Period shall be each Plan Year, commencing with the Plan Year which
begins after the date he first completed an Hour of Employment.

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(b) For all other purposes, Applicable Computation Period shall be a Plan Year.

1.05 "Beneficiary"

The person designated to receive benefits payable under the Plan in the event of
death. In the event a Beneficiary is not designated, the Participant's surviving
spouse shall be deemed his Beneficiary or in the absence of a surviving spouse,
the benefits shall be paid to the Participant's estate.

1.06 "Board of Directors"

The Board of Directors of FirstBank of Puerto Rico (formerly known as The First
Federal Savings Bank).

1.07 "Committee"

The persons appointed in accordance with Section 8.01 to administer the Plan. In
the absence of such designation, the Company shall serve as the Committee and in
such case, all references herein to the Committee shall be deemed a reference to
the Company.

1.08 "Company"

(a) FirstBank of Puerto Rico (formerly known as The First Federal Savings Bank
and any successor which shall maintain this Plan; and

(b) any other business entity which duly adopts the Plan with the approval of
the Board of Directors.

1.09 "Compensation"

The Participant's wages for the Plan Year paid by the Employer of the type
reported on Form 499R-2W-2PR, reduced by

(a) any wages in excess of $200,000;

(b) non-qualified deferred compensation payments;

(c) for purposes of Sections 3.01/ 3.03 and 3.04,. the amount paid before an
Eligible Employee was eligible to become a Participant in accordance with
Section 2.01;

(d) welfare benefits, fringe benefits (cash and non-cash), reimbursements or
other expense allowances, moving expenses and deferred compensation; and

(e) for purposes of Section 3.01 only, third party insurance payments.

1.10 "Controlled Group"

Such groups of corporations or partnerships as defined in Section 1028 of the
Code.

1.11 "Disability"

Any physical ,or mental condition which may reasonably be expected to be
permanent and which renders the Participant incapable of continuing as an
Eligible Employee for his customary Hours of Employment.

1.12 "Effective Date"

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May 15, 1965, the date as of which the Plan was established
"Supplemental Effective Date"
January 1, 2000, the last date as of which the Plan was amended in its entirety.

1.13 "Election Period"

The period commencing 90 days before the Annuity Starting Date or distribution
date, as selected by the Committee, and ending on such date.

1.14 "Employee"

Any person in the employ of the Company, but excluding individuals who do not
meet the definition of an Employee pursuant to I. T.R. Section 116S-8(h)(I).
"Eligible Employee"
An Employee of the Employer who is a resident of Puerto Rico excluding (a)
temporary employees, (b) independent contractors and (c) persons under the
jurisdiction of a collective bargaining unit (i) having a pension or
profit-sharing plan to which the Company is required to contribute under the
terms of the collective bargaining agreement or (ii) for whom retirement
benefits were the subject of good faith. The Plan shall also exclude individuals
who are or have been treated by the Employer as part-time employees or contract
employees (whether hired by the Employer or by temporary-service companies). If
such individuals or the individuals cited in Subsection (a) or (b) are later
reclassified by a court or government, they shall still be excluded from the
Plan for the period prior to such reclassification.

1.15 "Employer"

The Company and any other business entity in a Controlled or Affiliated Service
Group which includes the Company.

1.16 "Highly Compensated Employee"

Any Employee who, for any Plan Year, receives Compensation higher than that
received by two-thirds of the Eligible Employees during such Plan Year.

1.17 "Nonhighly Compensated Employee"

An Employee who is not a Highly Compensated Employee.

1.18 "Internal Revenue Code" or "Code"

The Internal Revenue Code of 1986, and any amendments thereto.

1.19 " Participant"

(a) An Eligible Employee who participates under the Plan in accordance with
Section 2.01.

(b) Each other Eligible Employee or former Eligible Employee for whom an Account
is maintained.

1.20 "Plan"

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The plan of the Company, as herein set forth and as from time to time
supplemented and amended, which Plan is intended to be a profit sharing plan for
purposes of I.T.R. Sections 1165-1(a)(2)(ii) and (b)(1)(ii).

1.21 "Plan Year"

A period of 12 consecutive months commencing on the Effective Date and each
Anniversary Date thereof.

1.22 "Protected Spouse"

The spouse to whom the Participant had been legally married on the date of the
Participant's death.

1.23 "Qualified Domestic Relations Order"

A domestic relations order as defined in Section 8.09 in accordance with ERISA
Section 206(d)(3) and any other requirements of ERISA and the PR Code.

1.24 "Retirement"

The termination of employment of a Participant on his Normal or Deferred
Retirement Date.

1.25 "Retirement Dates"

(a) "Normal Retirement Date"
The date on which the Participant attains age 65.

(b) "Deferred Retirement Date" -The first day of any month subsequent to the
Participant's Normal Retirement Date.

1.26 "Service"

(a) All Hours of Employment with the Employer during an Applicable Computation
Period.

(b) "Break-in-Service" -An Applicable Computation Period during which an
Employee fails to receive credit for 501 Hours of Employment. If, commencing on
or after January 1, 1985, an Employee is absent by reason of (i) the pregnancy
of the Employee, (ii) the birth of a child of the Employee, (iii) the placement
of a child with the Employee in connection with an adoption of such child by
such Employee, or (iv) caring for such child immediately following such birth or
placement, .such Employee will be credited with the number of Hours of
Employment which would normally have been credited but for such absence, or, in
any case in which the Committee is unable to determine such hours normally
credited, eight Hours of Employment per day. The Hours of Employment required to
be credited for such absence shall not exceed 501. Hours of Employment shall be
credited for the Plan Year in which the absence from work begins, only if credit
is necessary to prevent the Employee from incurring a Break-in-Service, or, in
any other case, in the immediately following Plan Year.

(c) "Year of Service" -An Applicable Computation Period during which the

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Employee receives credit for at least 1,000 Hours of Employment.

(d) "Hour of Employment"

(i) Each hour during an Applicable Computation Period for which the person is
directly or indirectly paid or entitled to payment for the performance of duties
or for the period of time when no duties are performed, Irrespective of whether
the employment relationship has terminated, such as vacation, holiday, lay-off,
jury duty or approved Leave of Absence.

As used herein and Section 3.03, Leave of Absence shall mean a leave granted for
pregnancy, Disability, illness, death or any other family obligation or status;
personal or family hardship or special business circumstances; educational
purposes; and/or civic, charitable or governmental services, provided that all
Employees under similar circumstances shall be treated in a similar manner.

No more than 501 Hours of Employment are required to be credited 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).

(ii) A person shall receive an Hour of Employment for each hour for which back
pay has been awarded or agreed to irrespective of mitigation of damages,
provided that each such hour shall be credited to the Applicable Computation
Period to which it pertains, rather than the Applicable Computation Period in
which the award or agreement is made, and further provided that no such award or
agreement shall have the effect of crediting an Hour of Employment for any hour
for which the person previously received credit under (i) above.

(iii) Notwithstanding the foregoing, Hours of Employment shall be computed and
credited in accordance with Department of labor Regulation 2530.200b-2,
Subparagraphs (b) and (c).

(e) An Employee shall receive credit for the period of his employment with
another business entity to which he had been transferred by the Company solely
for purposes of determining his vested interest in accordance with Section 6.04.

1.27 "Statutes"

The plan shall be governed by the following statutes:

(a) "ERISA" shall mean the Employee Retirement Security Income Act of 1974, as
amended, and any successful statute of similar import.

(b) "ITR" shall mean the Puerto Rico Internal Revenue Code Regulations.

(c) "PR Code" shall mean the Puerto Rico Internal Revenue Code of 1994, as
amended.

(d) "US Code" shall mean the United States Internal Revenue Code of 1986, as
amended.

1.28 "Trust Agreement"

The instrument executed by the Company and the Trustee fixing the rights and

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liabilities of each with respect to holding and administering the Trust Fund,
which instrument shall be incorporated by reference into this Plan.

1.29 "Trustee"

The Trustee or arty successor Trustee, appointed by the Board of Directors,
acting in accordance with the terms of the Trust Agreement.

1.30 "Trust Fund"

All assets held by the Trustee for the purposes of the Plan in accordance with
the terms of the Trust Agreement.

1.31 "Valuation Date"

Each business day of the Plan Year as determined by the New York Stock Exchange.

ARTICLE 2 ELIGIBILITY AND PARTICIPATION

2.01 Eligibility for Participation

An Eligible Employee may become a Participant upon satisfaction of the following
Requirements, provided he elects to contribute in accordance with Section 3.01.

(a) Each Eligible Employee on the Supplemental Effective Date who was a
Participant of the Plan shall continue as a Participant as of the Supplemental
Effective' Date.

(b) Each other Eligible Employee shall become a Participant as of the
Supplemental Effective Date or as of the first day of the month coincident with
or next following the date he completes one Year of Service.

(c) If a former Participant is reemployed, he shall be eligible to resume his
participation as of the first day of any month following the date of his
reemployment.

2.02 Change in Employment Status

(a) In the event a Participant ceases to be an Eligible Employee as the result
of becoming part of an excluded class, only Compensation up to the date he
ceased to be an Eligible Employee shall be considered for purposes of
contributions in accordance with Article 3. Such Employee shall remain a
Participant but shall not be permitted to contribute in accordance with Article
3 or share in any Company contributions' allocated in accordance with Article 3
for the period beyond the date he ceased to be an Eligible Employee.

In the event such Participant returns to an eligible class and again becomes an
Eligible Employee, he shall be permitted to share in Company contributions
allocated in accordance with Article 3 as of the date he again became .In
Eligible Employee and may elect to comply with the provisions of Section 3.01 as
of such date or the first of any subsequent month. Only

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Compensation from the date he again became an Eligible Employee shall be
considered for purposes of such contributions.

(b) If a person otherwise satisfied the eligibility requirements of Section 2.01
and subsequently becomes an Eligible Employee, he shall be eligible to become a
Participant as of the date he became an Eligible Employee.

(c) In the event a collective bargaining agreement is entered into between the
Company and a representative for any class of Employees in the employ of the
Company subsequent to the Supplemental Effective Date, eligibility for
participation in the Plan by such Employees who are not Participants shall not
be extended beyond the effective date of the collective bargaining agreement
unless the agreement extends participation in the plan to such Employees. The
provisions of Subsection (a) shall apply to those Employees who are currently
Participants.

ARTICLE 3 CONTRIBUTIONS

3.01 Elective Deferral Contributions

A Participant may, when first eligible or as of any January 1, April 1, July 1,
or October 1, elect to save, through pay reduction each payroll period, no less
than 1% nor more than 10%, in whole percentages, of that portion of his
Compensation attributable to such payroll period, subject to the limitations on
Elective Deferral Contributions under Sections 4.01 and 4.02. Elective Deferral
Contributions may not be made form third pay insurance payments; but, a
Participant's full savings election may be made from net salary payments from
the Company. Such contributions shall take the form of before tax contributions
(hereinafter known as "Elective Deferral Contributions") and shall be deemed to
be Company contributions.

(a) An initial written election must be made by an Eligible Employee and
submitted to the Committee at least 30 days (or such other period as the
Committee may fix from time to time) prior to the first date the Eligible
Employee would be eligible to become a Participant of the Plan in accordance
with Section 2.01.

(b) An election, once made, shall remain in effect until subsequently changed by
the Eligitlle Employee in accordance with the provisions of Section 3.05 or
3.06.

3.02 Reduction of Excess Elective Deferral Contributions

If Elective Deferral Contributions under Section 3.01 are projected to exceed
the limitations of Sections 4.01 or 4.02 at any time during a Plan Year, the
Committee, in a good faith effort to comply with such limitations, retains the
right to reduce the rate of elective deferrals made by Highly Compensated
Employees. Such reduction shall be made in the sole discretion of the Committee.

3.03 Matching Contributions

The Company shall contribute the following amounts:

(a) 401(k) Matching Contributions -Unless the Board of Directors determines,

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by resolution, a different rate of match, the rate will be 25% of that portion
of each Participant's Elective Deferral Contributions each month which does not
exceed 4% of the Participant's Compensation for such month. Only Elective
Deferral Contributions which are not limited under Sections 3.02 or 4.01 shall
be matched.

If as a result of the provisions of Section 3.02, 4.01 or 4.02 or the .last
paragraph of Section 1.09, the Participant's Elective Deferral Contributions are
reduced or discontinued during a Plan Year, Elective Deferral Contributions made
prior to the date of such reduction or discontinuance shall be deemed to be made
in proportion to Compensation throughout the Plan Year of reference for purposes
of determining the Participant's Matching Contribution.

(b) 401 (a) Matching Contributions - Except with respect to any Participants who
are employed by First Federal Finance, d.b.a. Money Express, for any Plan Year,
the Company may contribute such additional amounts as it shall determine equal
to a designated percentage rate of each Participant's Elective Deferral
Contributions with respect to Elective Deferral Contributions which are not
limited under Sections 3.02 or 4.01. Such Matching Contributions shall be
allocated to Participants in the employ of the Company on the last business day
of such Plan Year.

Such percentage rate shall be determined by the Company and announced to the
Eligible Employees after the end of the Plan Year of reference. Qualified
Matching Contributions -For any Plan Year, the Company may contribute such
additional amounts as it shall determine. Such Qualified Matching Contributions
shall be allocated to those Participants who are Nonhighly Compensated
Employees, in the same proportion that the Elective Deferral Contributions of
each such Participant for such Plan Year bears to the aggregate Elective
Deferral Contributions of all such Participants for such Plan Year.

Such contributions shall be subject to I.T.R. Section 1165-8(b)(3). If as a
result of the provisions of Section 3.02, 4.01 or 4.02 or the last paragraph of
Section 1.09, the Participant's Elective Deferral Contributions are reduced or
discontinued during a Plan Year, Elective Deferral Contributions made prior to
the date of such reduction or discontinuance shall be deemed to be made in
proportion to Compensation throughout the Plan Year of reference for purposes of
determining the Participant's Matching Contribution.

(c) Qualified Nonelective Contributions -
Such amount as the Company shall determine for any Plan Year, which shall be
allocated.

(i) to those Participants who are Nonhighly Compensated Employees in the same
proportion that his Compensation bears to the aggregate Compensation of all such
Participants for such Plan Year, which amount shall be credited at the end of
the Plan Year; or

(ii) to Participants who are Nonhighly Compensated Employees starting Nith the
Nonhighly Compensated Employee with the lowest

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Compensation until the requirements of Section 4.02 are met. Such contributions
shall be subject to I.T.R. Section 1165(B)(b)(3). For purposes of this
Subsection, Participant shall also include any Eligible Employee who would
otherwise be eligible for the Plan but who declined to make contributions
required under the Plan in accordance with Sections 3.01 or 3.04 at any time.

3.04 Voluntary Contributions

(a) Each Participant may, as of any January 1, April 1, July 1, or October 1,
elect to contribute for each Plan Year, through payroll deductions each pay
period, any amount from 1 % to 8%, in whole percentages, of that portion of
Compensation, as defined in Subsection 1.09(c) attributable to such pay period.

(b) The Committee may also, solely at its discretion, permit a Participant to
contribute to his Voluntary Contribution Account the difference between (i) 10%
of such Participant's Compensation and (ii) the sum of all previous' Voluntary
Contributions actually made by the Participant. If implemented, the Committee
shall promulgate such specific rules and regulations as may be required with
respect to the implementation and operation of this provision.

3.05 Contribution Changes

A Participant may, subject to the minimum and maximum percentages as specified
in Sections 3.01 or 3.04, increase or reduce the percentage rate of his Elective
Deferral Contributions and/or, if applicable, his Voluntary Contributions four
times during a Plan Year, as of any January 1, April 1, July 1, or October 1 (or
as of such other dates as the Committee may fix from time to time), by
notification as soon as possible prior to the effective date of such change.

3.06 Discontinuance of Contributions

(a) A Participant may discontinue his Elective Deferral Contributions and/or, if
applicable, his Voluntary Contributions at any time during a Plan Year by
notification to the Committee as soon as possible prior to the effective date of
such discontinuance.

(b) A Participant may resume his Elective Deferral Contributions and/or, if
applicable, his Voluntary Contributions as of any subsequent January 1, April 1,
July 1, or October 1 (or such other dates as the Committee may fix from time to
time) by notification to the Committee as soon as possible prior to the
effective date of such resumption.

(c) The discontinuance of Elective Deferral Contributions will automatically
include a discontinuance of the Matching Contributions. A discontinuance only of
,the Participant's Voluntary Contributions will not affect contributions to the
Participant's other accounts.

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3.07 Rollover Contributions from Other Qualified Plans

(a) Any Eligible Employee upon commencement of employment may make a rollover
contribution to the Trust Fund of all or any portion of the entire amount
including money or any other property acceptable to the Committee and Trustee)
which is an eligible rollover distribution, as defined in I.T.R. Section
1165-6(g), provided such rollover contribution is either (i) a direct transfer
from another qualified plan or (ii) received on or before the 60th day
immediately following the date the Employee received such distribution from a
qualified plan or conduit Individual Retirement Account or Annuity.

(b) The Committee shall credit the fair market value of any rollover
contribution and investment earnings attributable thereto to the Participant's
Rollover Account.

(c) An Eligible Employee who becomes a Participant by virtue of the acceptance
of such rot/over contribution, but who is not otherwise eligible for
participation in accordance with Section 2.01, shall not be entitled to make
contributions or share in any Company contribution allocated in accordance with
this Article 3.

(d) The Committee may promulgate specific rules and regulations governing all
aspects of this Section.

3.08 Transfer of Assets from Other Qualified Plans

(a) The Committee may accept the direct transfer to the Trust Fund from another
qualified trust fund of those assets (including money or any other property
acceptable to the Committee and Trustee) attributable to a Participant's
participation in any qualified plan to which such trust relates.

(b) The amount transferred shall be credited to the Participant's Accounts as
determined by the Committee, taking into "account the applicable vesting
schedules, amounts subject to special tax treatment and withdrawal rules.
Additional Transfer Accounts will be established, "if required, to accommodate
these objectives.

(c) An Eligible Employee who becomes a Participant by virtue of a transfer of
assets, but who is not otherwise eligible for participation in accordance with
Section 2.01, shall not be entitled to make contributions or share in any
Company contribution allocated in accordance with this Article 3.

(d) The Committee may promulgate specific rules and regulations governing all
aspects of this Section but until promulgated, all other provisions of the Plan
shall be applicable based on the Account to which such assets were transferred.

3.09 Deposit of Contributions

The Company shall deliver all contributions to the Trustee.

3.10 Payment of Expenses

In addition to its contributions, the Company may elect to pay all the
administrative

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expenses of-the Plan and all fees and retainers of the Plan's Trustee,
accountant,

counsel, consultant, administrator or other specialist so long as the Plan or
Trust Fund remains in effect. If the Company does not pay all or part of such
expenses,

the Trustee shall pay these expenses from the Trust Fund. All expenses relating
directly to the investments of the Trust Fund, including taxes, brokerage
commissions and registration charges, must be paid from the Trust Fund.

ARTICLE 4 CONTRIBUTION LIMITATIONS

4.01 Limitation on elective Deferral Contributions

Each Participant's Elective Deferral Contributions under Section 3.01, when
added to any additional elective deferrals, shall be limited to the lower of the
following amounts: (a) ten (10) percent of the Participant's Compensation or (b)
$8,000 during any calendar year or such other amount as specified in PR Code
Section 1165(e)(7).

In the case that the employer additionally makes contributions to an individual
retirement account under the provision of PR Code Section 1169, the maximum
amount of the contributions under PR Code Section 1165(e) may not exceed the
difference, if any, between the maximum amount allowable as contribution up to
the limit of $8,000 and the contribution under the provisions of said PR Code
Section 1169 excluding the contribution to an individual retirement account
attributable to the spouse of a married tax payer living with his spouse. To the
extent a Participant's Elective Deferral Contributions exceed the above
limitations such excess amount shall be included in the gross income of the
Participant for the year of deferral.

Investment experience will be determined in accordance with the second paragraph
of Section 4.02(b) below.

4.02 Limitation on Elective Deferral Contributions

(a) The Actual Deferral Percentage of Highly Compensated Employees in the
Testing Group for any Plan Year shall be limited to the greater of

(i) the Actual Deferral Percentage for the Nonhighly Compensated Employees in
the Testing Group for such Plan Year multiplied by 1.25; or

(ii) the Actual Deferral Percentage for the Nonhighly Compensated Employees in
the Testing Group for such Plan Year multiplied by 2.00, provided, however, that
the Actual Deferral Percentage for the Highly Compensated Employees in the
Testing Group for the Plan Year may not exceed the Actual Deferral Percentage
for such Plan Year for such Nonhighly Compensated Employees by more than two
percentage points.

If the Actual Deferral Percentage for any Plan Year must be limited due to the
restrictions described in this Subsection (a), such limitation shall be applied

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to the Highly Compensated Employee's deferral percentages beginning with the
highest of such percentages until the limitations are met.

(b) Any excess Elective Deferral Contributions that result from the above
limitations shall be refunded to such Highly Compensated Employees with
investment experience, no later than the last day of the Plan Year subsequent to
the Plan Year to which the excess relates.

Investment experience shall be the income or loss allocable to the Participant's
Elective Deferral Contribution Account. for the Plan Year multiplied by a
fraction, the numerator of which is such Participant's excess Elective Deferral
Contributions for the year and the denominator is the sum of (i) the
Participant's Elective Deferral Contribution Account balance as of the beginning
of the Plan Year and (ii) the Participant's Elective Deferral Contributions for
the Plan Year.

(c) Definitions and Special Rules

(i) The Actual Deferral Percentage for the Highly Compensated Employees and
Nonhighly Compensated Employees for a Plan Year shall be the average of the
ratios (calculated separately for each such Ernployee in the Testing Group) of

(A) the amount of contributions credited to the Elective Deferral Contribution
Account on behalf of each such Employee in the Testing Group during such Plan
Year, to

(B) the Compensation of each such Employee in the Testing Group for such Plan
Year.

For purposes of the above, Qualified Matching Contributions and Qualified
Nonelective Contributions may be taken into account in determining the Actual
Deferral Percentage for each Employee in the Testing Group for such Plan Year
provided such amounts comply with the provisions of I. T .R. Section
1165-8(b)(3).

(ii) Testing Group shall mean the group of all Eligible Employees eligible for
participation in accordance with Section 2.01.

(iii) All Eligible Employees in the Testing Group will be included in
determining the Actual Deferral Percentages. The ratio averaged into the
respective percentages will be zero for any Eligible Employee in the Testing
Group if the otherwise applicable numerator ls zero.

(iv) All such ratios and the average of such ratios shall be calculated to the
nearest one-hundredth of one percent.

ARTICLE 5 MAINTENANCE OF ACCOUNTS AND VALUATION OF THE TRUST FUND

5.01 Maintenance of Accounts

The Committee shall establish and maintain a separate accounting in the name of
each Participant to which it shall credit all amounts contributed in accordance
with Article 3.

5.02 Valuation of Trust Fund

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(a) The Trust Fund shall be valued by the Trustee as of each Valuation Date on
the basis of its fair market value.

(b) The Trust Fund may also be valued by the Trustee as of any other date as the
Committee may authorize for any reason the Committee deems appropriate.

5.03 Allocation of Investment Earnings and Expenses

On the basis of the valuation as of a Valuation Date, the Accounts of all
Participants shall be

(a) proportionately adjusted to reflect expenses in accordance with Section 3.10
and investment earnings, other than those credited to a specific Account; and

(b) directly adjusted to reflect all other applicable transactions during the
Plan Year attributable to such Accounts including, but not limited to, any
contributions or distributions.

5.04 Investment Election

Each Participant shall designate one or more of the investment funds established
in accordance with regulations promulgated by the Committee as it deems
necessary or appropriate to govern all aspects of investment direction by the
Participant of the Participant's Accounts.

5.05 Investment Funds

The Trust Fund shall be divided into such investment funds as designated by the
Committee and approved by the Trustee for the investment of all Accounts, which
shall be administered as a unit.

ARTICLE 6 BENEFITS PAYABLE UPON TERMINATION OF EMPLOYMENT

6.01 Upon Retirement

A Participant shall be 100% vested in his Account at all times after first
becoming eligible for Retirement. A Participant shall be eligible to retire on
his Normal or Deferred Retirement Date. In the event a Participant does not
retire on his Normal Retirement Date, he shall continue to be credited with
contributions in accordance with Article 3 until his actual retiremerlt.

6.02 Upon Disability

(a) A Participant who incurs a Disability prior to termination of employment
shall be "100% vested in his Account.

(b) In determining the existence of a Participant's Disability, the Committee
may select a physician to examine such Participant and render a medical opinion.
The final determination shall be made by the Committee on the basis of the
evidence requested and made available.

(c) If such Participant returns to the employ of the Company, he shall resume
his participation as of the date of his return. The Participant's vested
interest in

<PAGE>

that portion of his Account attributable to Service from the date of his last
reemployment shall be determined in accordance with the provisions of Article 6,
without regard to his prior Disability.

6.03 Upon Death

(a) A Participant who dies prior to termination of employment shall be 100%
vested in his Account.

(b) Upon the death of a Participant, his Beneficiary shall be entitled to 100%
of such Participant's vested Account.

(c) Each Participant, upon becoming eligible for participation in the Plan, may
designate a primary Beneficiary to receive the benefits payable in the event of
his death and may designate a secondary Beneficiary to receive any benefits
payable in the event of the death of the primary Beneficiary. If a Participant
designates a primary Beneficiary but not a secondary Beneficiary or if any such
secondary Beneficiary dies, the Beneficiary last in receipt of or entitled to
any benefit shall have the right to designate a successor Beneficiary to receive
any benefits payable in the event of his death. In the absence of any such
designation, benefits payable upon the death of the last living Beneficiary
shall be paid in a lump sum to such Beneficiary's estate. A Participant may
change his Beneficiary designation at any time. All Beneficiary designations and
changes shall be made on an appropriate form and filed with the Committee. If
the primary Beneficiary designated by the Participant is anyone other than the
Participant's Protected Spouse, such designation must include the written
acknowledgment and consent of such spouse and be witnessed by a Plan
representative or a notary public, to the extent required by law and the
Committee. Such consent will be limited to a specific alternate Beneficiary and
any change in such alternate Beneficiary will require a new spousal. consent.

6.04 Upon Other Determination of Employment

(a) Upon a Participant's termination of employment for reasons other than
Retirement, Disability or death, the following provisions shall be applicable:

(i) Such Participant shall have a 100% vested interest in his Elective Deferral
Contribution, Voluntary Contribution, Rollover, Transfer, 401 (k) Matching
Contribution, Qualified Matching Contribution and Qualified Nonelective
Contribution Accounts.

(ii) Such Participant's vested interest in his contributions to his 401 (a)
Matching Contribution Account shall, subject to Subsection 6.05(a), be
determined in accordance with the following schedule on the basis of such
Participant's Years of Service.

<TABLE>
<CAPTION>
Number of Years                Percentage of Account
<S>                            <C>
Less than 5 years                        0%
5 or more years                        100%
</TABLE>

(b) The portion of a Participant's Account which is not vested shall be
forfeited on the earlier of the date on which the Participant receives a
distribution of his vested benefits or the date on which such Participant incurs
five

<PAGE>

consecutive Breaks-in-Service. If a Participant does not have a vested interest
in his Account, he shall be deemed to have received an immediate distribution as
of the first day after the Valuation Date next following the date on which such
Participant terminated employment.

That portion of the Participant's Account which is not vested shall be used to
reduce the Company's contributions in accordance with Section 3.03 or to pay
Plan administrative expenses (including fees and charges imposed under any group
annuity contract funding the Plan).

6.05 Reemployment and Repayment of Benefits

(a) If a Participant is reemployed by the Employer prior to incurring five
consecutive Breaks-in-Service, the dollar amount which was subject to forfeiture
in accordance with Subsection 6.04(b) will be restored to the Participant's
Account if the Participant repays the amount distributed, if any, from EIective
Deferral Contribution, 401 (k) Matching Contribution, 401 (a) Matching
Contribution, Qualified Matching Contribution and Qualified Nonelective
Contribution Accounts. Such amounts must be repaid to the Trust Fund in a lump
sum within five years from the date such Participant resumes his employment with
the Employer. If a Participant who is deemed to receive a distribution pursuant
to Subsection 6.04(b) is reemployed by the Employer prior to incurring five
consecutive Breaks-in-Service, the dollar amount which was subject to forfeiture
in accordance with such Subsection will be restored to the Participant's
Account. The funds required for the restoration of such Account may be paid by
the Company or may, as determined by the Committee, be paid from forfeitures.

Such repaid amounts shall be credited to the Participant's Accounts as
determined by the Committee, taking into account the applicable vesting
schedules, amounts subject to special tax treatment and withdrawal rules.
Additional Accounts will be established, if required, to accommodate these
objectives. Amounts repaid and restored in accordance with this Subsection will
not be treated as annual additions for purposes of Section 4.03.

(b) Notwithstanding the above, no restoration shall be made to a Participant's
Account and no repayment will be permitted with respect to funds accumulated
prior to reemployment in the case of

(i) any Participant who was fully vested, or

(ii) any Participant who is reemployed after incurring five consecutive
Breaks-in-Service,

(iii) any Participant who incurred a one year Break-in-Service prior to January
1, 1985 and reemployment, or

(iv) any Participant who did not incur a one year Break-in-Service prior to
reemployment by January 1, 1983 but failed to repay the amount distributed
within two years of reemployment.

ARTICLE 7 DISTRIBUTION OF BENEFITS

7.01 Claim Procedure For Benefits

<PAGE>

(a) Claims For Benefits

Claims for benefits under the Plan must be made in writing to the Committee. For
the purposes of this procedure, "claim" means a request for a Plan benefit by a
Participant or a Beneficiary of the Participant. If the basis of the claim
includes documentation not a part of the records of the Plan or of the Employer,
all such documentation must be included with the claim.

(b) Notice of Denial of Claim

If a claim is wholly or partially denied, the Committee shall notify the
claimant of the denial of the claim within a reasonable period of time. Such
notice of denial shall

(i) be in writing,

(ii) be written in a manner calculated to be understood by the claimant, and

(iii) contain (A) the specific reason or reasons for denial of the claim, (B) a
specific reference to the pertinent Plan provisions upon which. the denial is
based, (C) a description of any additional material or information necessary for
the claimant to perfect the claim, along with an explanation why such material
or information is necessary, and (D) an explanation of the Plan claim review
procedure. Unless special circumstances require an extension of time for
processing the claim, the Committee shall notify the claimant of the claim
denial no later than 90 days after the committee's receipt of the claim. If such
an extension is required, written notice of the extension shall be furnished to
the claimant prior to the termination of the 90-day period. In no event shall
such extension exceed a period of 90 days from the end of such initial period.
The extension notice shall indicate the special circumstances requiring the
extension of time and the date by which the Committee expects to render the
final decision.

(c) Request For Review of Denial of Claim

Within 120 days of the receipt of the denial of the claim or if the claim has
Not been granted within a reasonable period of time, the claimant may file a
written request with the Committee to conduct a full and fair review of the
denial of the claimant's claim for benefits. In connection with the claimant's
appeal of the denial of his/her benefit, the claimant may review pertinent
documents and may submit issues and comments in writing.

(d) Decision on Review of Denial of Claim

The Committee shall deliver to the claimant a written decision on the claim
promptly', but no later than 60 days, after the receipt of the claimant's
request for review, except that if there are no special circumstances which
require an extension of time for processing, the aforesaid 60-day period may be
extended to 120 days by written notice delivered to the claimant prior to the
expiration of the initial 60-day period. Such decision shall (i) be written in a
manner calculated to be understood by the claimant, (ii) include specific
reasons for the decision, and (iii) contain specific references to the pertinent
Plan provisions upon which the decision is based.

<PAGE>

The Committee shall have discretion in fulfilling its fiduciary responsibilities
and making determinations under the Plan as it sees fit on a consistent and
nondiscriminatory basis and as he believes a prudent person acting in like
capacity and familiar with such matters would do. Such determinations shall be
final and shall bind all parties.

The decision of the Committee will become final and binding and will not be
subject to review unless determined to be arbitrary or capricious.

If the claimant does not submit an appeal in accordance to the procedure
discussed above, he/she will lose his/her right to have a court review the
decision of the Committee.

If claimant decides to file a case to request the court to review the decision
of the Committee, such case must be filed no later than two years of the date of
the decision of the Committee denying the claim.

7.02 Commencement of Benefits

The following provisions shall be applicable for determining when distribution
of benefits shall be made.

(a) Unless otherwise provided in Subsection (c) in the event of termination of
employment, benefits which total $5,000 ($3,500 for Plan Years beginning before
January 1, 1998 or less will commence as soon as administratively feasible
following the Valuation Date next subsequent to such termination.

(b) Unless otherwise provided in this Section, in the event of
termination of employment, benefits which total more than $5,000 ($3,500 for
Plan Years beginning before January 1, 1998) will commence as soon as
administratively feasible following the Valuation Date next subsequent to such
termination, provided that, if the Participant has not attained his Normal
Retirement Date, the Participant consents to such distribution within his
Election Period.

Notwithstanding the above, no consent to a distribution prior to the date the
Participant attained his Normal Retirement Date shall be valid until after
written notification of the right to defer is received by the Participant.
Except as provided in Section 7.10, the Committee shall provide such written
notification of the right to defer any benefit payable no less than 30 days nor
more than 90 days before the Annuity Starting Date or intended distribution
date, as applicable.

If a Participant does not consent to the distribution at the time specified
above and fails to elect deferral in accordance with Subsection (d), benefits
will commence as of the 60th day following the last day of the Plan Year during
which the Participant's Normal Retirement Date occurs.

(c) The amount of any benefit payable will be determined as of the Valuation
Date such transaction is processed.

If the amount of any payment under this Section would adversely affect the Trust
Fund by forcing the premature liquidation of assets, such payment may be delayed
until the timely and orderly liquidation of investments can be accomplished, but
in no event later than the 60th day following the last day of the Plan Year
during which occurs the latest of

<PAGE>

(i) the date a Participant attains the earlier of his Normal Retirement Date or
age 65;

(ii) the tenth anniversary of the year during which the Participant commenced
participation in the Plan; or

(iii) the date the Participant terminates his employment.

If the amount of any payment under this Section would adversely affect the Trust
Fund by permitting former Participants to enter into direct competition with the
Company, such payment will be delayed until the 60th day after the end of the
Plan Year during which the Participant's Normal Retirement Date occurs.

If the amount of any payment under this Section cannot be ascertained by the
applicable commencement date, payment shall be made no later than 60 days after
the earliest date on which the amount of such payment can be ascertained.

(d) If the designated Beneficiary is,

(i) the Participant's spouse, benefit payments will commence in accordance with
Subsection (b).

If such spouse dies prior to the commencement of benefits, and if the
distribution of any death benefit payable to the spouse's Beneficiary is made in
a form that may extend beyond the December 31 of the calendar year during which
the fifth anniversary of such spouse's death occurs, such distribution must
commence no later than the December 31 of the calendar year immediately
following the date of such spouse's death or such later date as may be
promulgated by the Internal Revenue Service.

(ii) other than the Participant's spouse, and the death benefit payable is made
in a form that may extend beyond the December 31 of the calendar year during
which the fifth anniversary of such Participant's death occurs, such
distribution must commence no later than the December 31 of the calendar year
immediately following the date of such Participant's death or such later date as
may be promulgated by the Internal Revenue Service.

(e) If a Participant is in receipt of benefits from the Company's insured
long-term disability' program, if applicable, payment of the Participant's
Elective Deferral Contribution, 401 (k) Matching Contribution, 401 (a) Matching
Contribution, Transfer, Qualified Matching Contribution and Qualified
Nonelective Contribution Accounts shall be deferred to the first day of the
month in which such Participant is no longer eligible to receive such benefits
or, if earlier, the 60th day following the last day of the Plan Year during
which the Participant's Normal Retirement Date occurs, provided the benefits
payable under the long-term disability program would otherwise be reduced by the
benefits payable under the Plan.

7.03 Method and Form of Payment of Benefits

The following provisions shall be applicable for determining the method and form
of payment of all benefits.

<PAGE>

(a) Subject to Section 7.02, all benefits will be distributed in a lump sum.

(b) Any benefits payable under this Article may be paid in cash, securities, or
such other assets of the Trust Fund as the Committee may direct.

The distribution of a lump sum payment to the Participant or his Beneficiary
will constitute the complete discharge of all obligations of the Plan.

7.04 Disposition of Unclaimed Benefits

In the event that any check or notice with respect to the payment of benefits
under the Plan remains outstanding at the expiration of six months from the date
of mailing of such check to the last known address of the payee, the Committee
shall notify the Trustee to stop payment of all such outstanding checks and to
suspend the issuance of any further checks, if any, to such payee. If, during
the three-year period (or such other period as specified in the Trust Agreement)
from the date of mailing of the first such check or of notice that a benefit is
due under the Plan, the Committee cannot establish contact with the payee by
taking such action as it deems appropriate and the payee does not make contact
with the Committee, the remaining benefits shall be forfeited and used to reduce
the Company's contributions in accordance with Section 3.03. In the event the
payee is located subsequent to the date the benefits were forfeited, the dollar
amount of such benefits shall be restored in accordance with the provisions of
Article 6.

7.05 Non-Assignability

(a) No benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
such action shall be void for all purposes of the Plan. No benefit shall in any
manner be subject to the debts, contracts, liabilities, engagements or torts of
any person, nor shall it be subject to attachments or other legal process for or
against any person.

(b) The provisions of Subsection (a) do not apply to any

(i) amount that must be withheld because of the tax withholding provisions of
the PR Code or a state's income tax act or amounts payable pursuant to a
Qualified Domestic Relations Order or in such other instances and to such extent
as may be required by law or except as provided in Article 13.

(ii) offset of a Participant's benefits against an amount that the Participant
is ordered or required to pay under a judgment or conviction for a crime
involving the Plan, under a civil judgment (including a consent order or decree)
entered by a court in an action brought in connection with a violation (or
alleged violation) of Part 4 of Subtitle B of Title I of ERISA, or pursuant to a
settlement agreement between the Secretary of Labor and the Participant in
connection with a violation (or alleged violation) of Part 4 of such Subtitle by
a fiduciary or any other person, on or after January 1, 1998.

Notwithstanding the above, the judgment, order, decree or settlement agreement
must expressly provide for the offset of all or part of the

<PAGE>

amount ordered or required' to be paid to the Plan against the Participant's
Plan benefits.

7.06 Substitute Payee

If a Participant or Beneficiary entitled to receive any benefits hereunder is in
his minority or is,. in the judgment of the Committee, legally, physically, or
mentally incapable of personally receiving and receipting any distribution, the
Committee may instruct the Trustee to make distributions to his legally
appointed guardian.

7.07 Satisfaction of Liability

After all benefits have been distributed in full to a Participant or to his
Beneficiary, all liability to such Participant or to his Beneficiary shall
cease.

7.08 Direct Rollover to Eligible Retirement Plans

(a) Notwithstanding any provisions of the Plan to the contrary that would
otherwise limit a Distributee's election under this Section, a Distributee may
elect, at the time and in the manner prescribed by the Committee, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover.

(b) Definitions

(i) Eligible Rollover Distribution

An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Distributee

(ii) Eligible Retirement Plan

An Eligible Retirement Plan is an individual retirement account described in
Article 1169 of the Puerto Rico Treasury Regulations, an individual retirement
annuity described in Article 1169 of the Puerto Rico Treasury Regulation, or a
qualified trust described in Article 1165 of the Puerto Rico Treasury
Regulation, that accepts the Distributee's Eligible Rollover Distribution.

(iii) Distributee

A Distributee includes an Employee or former Employee.

(iv) Direct Rollover

A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

7.09 Waiver of 30 Day Notice Requirement

Notwithstanding any provisions of the Plan to the contrary, if a distribution is
one to which Section!; 401 (a)(11) and 417 of the US Code does not apply, such
distribution may commence less than 30 days after the notice required under
Section" .411 (a)-11 (c) of the Treasury Regulations is given, provided that:

(a) the Committee clearly informs the Participant that the Participant has a
right to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and

(b) the Participant, after receiving the notice, affirmatively elects a
distribution.

<PAGE>

ARTICLE 8 ADMINISTRATION OF THE PLAN

8.01 Assignment of Administrative Authority

The Board of Directors shall appoint a Committee to administer the Plan which
shall be the "named fiduciary." The Committee may consist of directors,
officers, Employees, or any other individuals, who, upon acceptance of such
appointment, shall serve at the pleasure of the Board of Directors. Any member
may resign by delivering his written resignation to the Board of Directors and
to the Committee. Vacancies in the Committee arising from resignation, death or
removal shall be filled by the Board of Directors. The Board of Directors shall
also appoint the Trustee and may appoint an investment manager.

8.02 Organization and Operation of the Committee

(a) The Committee shall act, in carrying out its duties and responsibilities, in
the interest of the Participants and Beneficiaries with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
man, acting in a like capacity and familiar with such matters, would use in the
conduct of an enterprise of like character and aims.

(b) The Committee shall act by a majority of its members unless unanimous
consent is required by the Plan or by unanimous approval of its members if there
are two or less members in office at the time. In the event of a Committee
deadlock, the Committee shall determine the method for resolving such deadlock.
If there are two or more Committee members, no member shall act upon any
question pertaining solely to himself, and the other member or members shall
make any determination required by the Plan in respect thereof.

(c) If, at any time, a majority of the individuals serving on such Committee and
eligible to vote are unable to agree, any action required of the Committee shall
be taken by the Board of Directors and its decision shall be final.

(d) An individual serving on such Committee who is a Participant shall not vote
or act on any matter relating solely to himself.

(e) The Committee may authorize anyone or more of its members to execute
documents on behalf of the Committee and shall notify the Trustee in writing of
such action and the name or names of the member or members so designated.

(f) The Committee may, by unanimous consent, delegate specific authority and
responsibilities to one or more of its members. The member or members so
designated shall be solely liable, jointly and severally, for their acts or
omissions with respect to such delegated authority and responsibilities. Members
not so designated, except as provided under Subsection 8.06(b), shall be
relieved from liability for any act or omission resulting from such delegation.

(g) The Committee shall endeavor not to engage in any prohibited transactions,
as specified in the Employee Retirement Income Security Act of 1974, or any
successor act. However, any member of the Committee who is a Participant

<PAGE>

or Beneficiary shall not be precluded from receiving benefits payable under the
Plan.

8.03 Authority and Responsibility

The Committee and its delegates shall have full discretionary authority and
responsibility for administration of the Plan. Such authority and responsibility
shall include, but shall not be limited to, the following areas.

(a) Appointment of qualified accountants, consultants, administrators, counselor
other persons it deems necessary or advisable, who shall serve the Committee as
advisors only and shall not exercise any discretionary authority, responsibility
or control with respect to the management or administration of the Plan.

Any action of the Committee on the basis of advice, opinion, reports, etc.
furnished by such qualified accountants, consultants, administrators and counsel
shall be the sole responsibility of the Committee.

Members of the Committee shall not be precluded from serving the Committee in
any other capacity, provided any compensation paid for such services is
reasonable.

(b) Determination of eligibility to participate and all benefits, and resolution
of all questions arising from the administration, interpretation and application
of the Plan, including the determination of the validity of any Qualified
Domestic Relations Order in accordance with Section 8.09.

(c) Notification to the Trustee of all benefits payable under the Plan and the
manner in which such benefits are to be paid.

(e) Adoption of forms and regulations for the administration of the Plan.

(d) Remedy of any inequity resulting from incorrect information received or
communicated, or of administrative error.

(f) Assurance that its members, the Trustee and other persons who handle funds
or other property of the Trust Fund are bonded as required by law.

(g) Settlement or compromise of any claims or debts arising from the operation
of the plan and the commencement of any legal actions or administrative
proceeding.

(h) Direction to the Trustee as to specific investments which, under the terms
of the Trust Agreement, may be made only upon written direction of the Committee
or which are made in accordance with specific provisions of the Plan, such as
annuity or group investment contracts, loans to Participants, or earmarked
investments selected by Participants.

(i) Action as agent for the service of legal process.

(j) Communication regarding the liquidity needs of the Plan so that investment
discretion can be exercised to effect specific objectives.

8.04 Records and Reports

(a) The Committee shall keep a record of its proceedings and acts and shall keep
books of account, records and other data necessary for the proper administration
of the Plan.

(b) The Committee shall make its records available for examination by the

<PAGE>

Employer, or any Participant or Beneficiary during business hours at the
principal place of business of the Company. However, a Participant or
Beneficiary may examine only records pertaining exclusively to himself and such
other records specified by law.

(c) The Committee shall make available to any Participant or Beneficiary any
material required by law without cost. The Committee may, upon written request
by any Participant or Beneficiary, provide copies of such material as it deems
appropriate and shall furnish copies of such material required by law. The
Participant or Beneficiary may be required to pay the reasonable cost as
determined by the Committee of preparing and furnishing such material or the
cost as prescribed by law.

8.05 Required Information

The Company and Participants or Beneficiaries entitled to benefits shall furnish
forms, including but not limited to annuity applications, and any information or
evidence, as requested by the Committee for the proper administration of the
Plan.

Failure on the part of any Participant or Beneficiary to comply with such
request within a reasonable period of time shall be sufficient grounds for delay
in the payment of benefits until the information or evidence requested is
received.

8.06 Fiduciary Liability

(a) A member of the Committee who breaches the responsibilities, obligations, or
duties imposed by law shall be liable to the Plan for any losses resulting from
such breach,

(b) A member of the Committee shall be liable for a breach of
fiduciary responsibility by another Committee member or Trustee, with respect to
the Plan or Trust Fund, under the following circumstances.

(i) The member knowingly participates in or undertakes to conceal an act or
omission of another member of the Committee or Trustee, with knowledge that the
act or omission is such a breach.

(ii) If the member's failure to comply with Subsection 8.02(a) has enabled
another member or Trustee to commit such a breach.

(iii) The member has knowledge of such a breach by another member or Trustee and
does not make reasonable efforts under the circumstances to remedy the breach.

8.07 Payment of Expenses

Those members of the Committee who are full-time paid employees of the
Company shall serve without compensation. The expenses of the Committee,
including reasonable compensation as may be agreed upon in writing between the
Company and the Committee for members of the Committee who are not full-time
employees of the Company, shall be deemed administrative expenses payable in
accordance with Article 3.

8.08 Indemnification

<PAGE>

The Company shall indemnify members of the Committee against personal financial
loss resulting from liability incurred in the administration of the Plan, unless
such liability and loss were caused by such individual's gross negligence or
willful misconduct.

8.09 Qualified Domestic Relations Orders

(a) Qualified Domestic Relations Order

(i) A Qualified Domestic Relations Order (hereinafter referred to as "QDRO") is
a Domestic Relations Order which creates or recognizes the existence of an
Alternate Payee's right to, or assigns to an Alternate Payee the right to,
receive all or a portion of the benefits payable with respect to a Participant
under the Plan, and which the Committee has determined meets the requirements of
Paragraphs (ii) and (iii).

(ii) A Domestic Relations Order meets the requirements of a QDRO only if the
order clearly specifies

(A) the name and the last known mailing address (if any) of the Participant and
the name and mailing address of each Alternate Payee covered by the order;

(B) the amount or percentage of the Participant's benefits to be paid by the
Plan to each such Alternate Payee, or the manner in which such amount or
percentage is to be determined;

(C) the number of payments or period to which such order applies; and

(D) that the order applies to this Plan.

(iii) A Domestic Relations Order meets the requirements of a QDRO only if the
order

(A) does not require the Plan to provide any type or form of benefits, or any
option, not otherwise provided under the Plan;

(B) does not require the Plan to provide increased benefits (determined on the
basis of actuarial value); and

(C) does not require the payment of benefits to an Alternate Payee which are
required to be paid to another Alternate Payee under another Domestic Relations
Order previously determined to be a QDRO.

(iv) In. the case of any payment before a Participant has separated from
service, a QDRO shall not be treated as failing to meet the requirements of
Paragraph (iii)(A) above solely because the order requires the payment of
benefits to an Alternate Payee

(A) on or after the date on which the Participant attains (or would have
attained) the Earliest Retirement Age;

(B) as if the Participant had retired on the date such payment is to begin under
such order; and

(C) in any form in which such benefits may be paid under the Plan to the
Participant (other than in the form of a joint and survivor annuity with respect
to his or her subsequent spouse).

<PAGE>

(v) For purposes of Paragraph (iv), Earliest Retirement Age means the earlier of

(A) the date on which the Participant is entitled to a distribution under the
Plan; or

(B) the later of (1) the date the Participant attains age 50 or (2) the earliest
date on which the Participant could begin receiving benefits under the Plan if
such Participant separated from service.

Notwithstanding any provisions of the Plan to the contrary, for purposes of
Subparagraph (A) above, a distribution to an Alternate Payee may be made prior
to the date on which the Participant is entitled to a distribution under Section
7.02 or Article 12 if requested by the Alternate Payee to the extent such
distribution is permitted under the QDRO. Nothing in this provision shall permit
the Participant to receive a distribution at a date otherwise not permitted
under Section 7.02 or Article 12 nor shall it permit the Alternate Payee to
receive a form of payment not permitted in Section 7.03.

ARTICLE 9 AMENDMENT AND TERMINATION

9.01 Amendment

(a) The Plan may be amended or otherwise modified by the Board of Directors, or
the Committee to the extent authorized in accordance with Subsection (c). Copies
of any such amendment or modification shall be sent to the governing body of
each Company. It shall be deemed each Company consented to such amendment or
modification unless its governing body delivers written notice to the contrary
to the Board of Directors, the Committee and the Trustee within 30 days of its
receipt of such amendment or modification.

(b) No amendment or modification shall

(i) permit any part of the Trust Fund, other than such part as is required to
pay taxes, administrative expenses and expenses incurred in effectuating such
changes, to be used for or diverted to purposes other than the exclusive benefit
of the Participants or Beneficiaries and/or persons entitled to benefits under
the Plan or permit any portion of the Trust Fund to revert to or become the
property of the Company;

(ii) have the effect of reducing the Account of any Participant as of the date
of such amendment or deprive any Participant or Beneficiary of a benefit accrued
and payable; or

(iii) eliminate any option which constitutes a valuable right available to a
Participant with respect to benefits previously accrued to the extent the
Participant satisfied, either before or after the amendment, the conditions for
the form of payment except as otherwise permitted by applicable law and
regulations.

(c) The Committee may amend or modify the Plan in order to bring the Plan into
compliance with applicable law or regulations, provided said amendment or

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modification does not have a material effect on the estimated cost of
maintaining the Plan and does not create a new class of benefits or
entitlements.

9.02 Termination

While the Plan and Trust Fund are intended to be permanent, they may be
terminated at the discretion of the Board of Directors. Written notification of
such action shall be given to each Company, the Trustee and the Committee.
Thereafter, no further contributions shall be made to the Trust Fund.

9.03 Vesting Upon Termination

Upon the complete discontinuance of Company contributions or the termination or
partial termination of the Plan and Trust Fund, the Account of each affected
Participant shall become fully vested and shall not be reduced except

(a) for adjustments resulting from a valuation in accordance with Article 5,
which valuation shall also reflect the expenses incurred for administration of
the Plan and/or Trust Fund after such discontinuance or termination date, and
all expenses incurred in effectuating the complete discontinuance of Company
contributions or termination or partial termination of the Plan and Trust Fund,
such as the fees and retainers of the Plan's Trustee, accountant, custodian,
administrator, consultant, counsel and other specialists if such expenses are
not paid by the Company;

(b) for distributions of benefits by the Trustee to the Participant in
accordance with the Plan and at the written direction of the Committee; and

(c) as provided in Section 13.01.

9.04 Distribution of Benefits After Termination

As soon as administratively feasible following the termination of the Plan and
Trust Fund, the Trustee, as authorized and directed by the Committee, shall
distribute each Account, after adjustment in accordance with Subsection 9.03(a),
in a manner consistent with the provisions of Article 7.

ARTICLE 10 PARTICIPATING COMPANIES

10.01 Adoption by Other Entities

Any corporation or other business entity may, by resolution of its own governing
body, and with the approval of the Board of Directors, adopt the Plan and
thereby become a Company. Notwithstanding the adoption of the Plan by other
entities, the Plan will be' administered as a single plan and all Plan assets
will be available to pay benefits to .ill Participants under the Plan.

10.02 Alternative Provisions

No Company may adopt alternative provisions as to itself or its Employees. Upon
request of the governing body of a Company, the Board of Directors may amend the
Plan with respect to the Employees of such Company provided that any change will
only apply if any inequity resulting from such changed Plan

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provisions is not found to be discriminatory on behalf of Highly Compensated
Employees.

10.03 Right to Withdraw (Plan Spinoff)

Each Company having adopted the Plan shall have the right as of the last day of
any month to withdraw from the Plan and/or Trust Agreement by delivering to the
Board of Directors, the Committee and the Trustee written notification from its
own governing body of such action and setting forth the date as of which the
withdrawal shall be effective. The date specified in such written notice shall
be deemed a Valuation Date.

10.04 Procedure Upon Withdrawal

(a) If a Company withdraws from the Plan and Trust Agreement as the result of
its adoption of a different plan, the Trustee shall segregate the portion of the
Trust Fund attributable to the Accounts of Participants employed solely by such
Company. As soon as administratively feasible, the Trustee shall transfer the
segregated assets to the insurance carrier or fiduciary designated by the
Company as the agency through which the benefits of such successor plan are to
be disbursed.

(b) If a Company withdraws from the Plan and Trust Agreement as the result of
its adoption of a resolution to terminate its participation in the Plan and to
distribute assets to its Employees who are Participants, the Trustee shall
segregate the portion of the Trust Fund attributable to the Accounts of the
Participants who are employed solely by such Company, and the termination
provisions of Section 9.03 and 9.04 shall apply with respect to such segregated
assets.

ARTICLE 11 WITHDRAWAL OF FUNDS

11.01 Withdrawals from all Accounts

Subject to the general withdrawal rules below, a Participant may withdraw up to
100% of any Account in which he has a 100% vested interest after attaining age
70-1/2.

11.02 Withdrawals from Elective Deferral Contribution Account

Subject to the general withdrawal rules below, a Participant may withdraw up to

(a) 100% of his Elective Deferral Contribution Account after attaining age
59-1/2 or

(b) 50% of his Elective Deferral Contribution Account before attaining age
59-1/2, provided such withdrawal meets the Financial Hardship Rules below.

11.03 Withdrawals from 401 (k) Matching Account

Subject to the general withdrawal rules below, a Participant may withdraw up to
100% of his 401 (k) Matching Contribution Account after attaining age 59-1/2.

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11.04 Withdrawals from 401 (a) Matching Account

Subject to Section 11.01, no withdrawals shall be permitted from a Participant's
401 (a) Matching Contribution Account.

11.05 Withdrawals from Rollover Account

Subject to the general withdrawal rules below and Section 11.01, a Participant
may elect to withdrawal up to 100% of his Rollover Account provided the
withdrawal is for health, education or welfare.

11.06 Withdrawals from Transfer Account

Subject to the general withdrawal rules below and Section 11.01, a Participant
may elect to withdraw-up to 100% of his Transfer Account provided the withdrawal
is for health, education, or welfare.

11.0.7 Withdrawals from Voluntary Contribution Account

Subject to the general withdrawal rules below, a Participant may elect to
withdraw up to 100% of his Voluntary Contribution Account.

11.08 Withdrawals from Qualified Matching Contribution and Qualified

Nonelective Contribution Accounts

Subject to the general withdrawal rules below, a Participant who has attained
age 59-1/2 may withdraw up to 100% of his Qualified Matching Contribution and
Qualified Nonelective Contribution Accounts.

11.09 Financial Hardship Rules

(a) For purposes of this Article, a Financial Hardship withdrawal may be made
only if i1: is on account of an immediate and heavy financial need of the
Participant and is necessary to satisfy such financial need.

(b) The following needs shall be recognized ,as immediate and heavy financial
needs:

(i) medical expenses, as described in Section 213(d) of the US Code, previously
incurred by the Participant, the Participant's spouse or the Participant's
dependents; or funds necessary for these persons to obtain medical care
described in Section 213(d) of the US Code,

(ii) purchase of a principal residence for the Participant,

(iii) tuition payments, related educational fees and room and board expenses for
the next 12 months of post-secondary education for the Participant or the
Participant's spouse, children or other dependents,

(iv) the need to prevent eviction from or foreclosure on the mortgage of the
Participant's principal residence, and

(v) an}' other financial need as may be promulgated by the Internal Revenue
Service.

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(c) The following requirements will be applicable:

(i) The Participant must have obtained all other distributions and loans
available under all plans maintained by the Employer.

(ii) Elective Deferral Contributions and any other Employee contributions under
all plans maintained by the Employer will be suspended for 12 months following
the receipt of the Financial Hardship withdrawal. The Participant's Elective
Deferral Contributions under Section 3.01 will automatically be resumed
following the required period of suspension, unless the Participant elects
otherwise.

(iii) The limitation of Section 4.01 which is imposed on a Participant's
Elective Deferral Contributions for the calendar year immediately following the
calendar year of the Financial Hardship withdrawal will be reduced by the amount
of such contributions and/or deferrals for the calendar year of such withdrawal.

(d) The amount of such Financial Hardship withdrawal may not exceed the amount
required to meet the specified need plus any amounts necessary to pay any
federal, state or local income taxes or penalties reasonably anticipated to
result from the withdrawal. In addition, effective for Plan Years beginning
after December 31, 1988, the amount of such withdrawal from a Participant's
Elective Deferral Contribution Account shall be limited to the sum of the
Participant's Elective Deferral Contributions made, plus the income credited to
such Account as of the last Valuation Date in 1988.

(e) A Financial Hardship withdrawal from a Participant's Elective Deferral
Contribution Account will be available only after the total amount available
from all other Accounts has been withdrawn.

11.10 General Withdrawal Rules

Any withdrawal shall be subject to the following requirements:

(a) A request for a withdrawal must be submitted to the Committee prior to the
withdrawal date. Withdrawals will be taken from the investment funds
proportionately.

(b) A withdrawal may be requested at any time. Such withdrawals will be
processed as soon as administratively feasible following notification by the
Committee that the withdrawal is approved.

ARTICLE 12 LOANS

12.01 Activation of loan Provisions

The Committee, solely in its discretion and in accordance with the provisions of
this Article, may permit Participants to borrow from the Trust Fund.

12.02 Amount of Loan sand Terms of Repayment

At such time as loans are permitted, the Committee shall promulgate any
additional specific rules and regulations governing all aspects of this Article
as it deems necessary. The following general rules shall serve as the basis for
any specific rules and regulations:

<PAGE>

(a) Upon application on forms provided by the Committee, the Committee may grant
a loan to a Participant, except terminated Participants other than a "party in
interest" as defined in ERISA Section 3(14) and shareholder employees or owner
employees as referred to in Section 497S(d) of the US Code.

(b) In no event shall a loan exceed the lesser of

(i) $50,000, reduced by the highest outstanding loan balance during the one year
period ending on the day before the date on which any new loan is to be granted
minus the outstanding loan balance on the date such new loan is granted, or

(ii) 50% of the amount to which the Participant is vested under this Plan on the
date the loan is granted.

Such maximum loan amount shall be adjusted for any defaulted loans, plus
interest thereon.

ARTICLE 13 GENERAL PROVISIONS

13.01 Exclusiveness of Benefits

The Plan has been created for the exclusive benefit of the Participants and
their Beneficiaries. No part of the Trust Fund shall ever revert to the Company
nor shall such Trust Fund ever be used other than for the exclusive benefit of
the Participants and their Beneficiaries, except as provided in Sections 3.10
and 9.03 and Subsection 4.03(d) provided, however, that contributions made by
the Company by mistake of fact or which are not deductible under Section 404 of
the US Code, may be returned to the Company within one year of the mistaken
payment of the contribution or the date of disallowance of the deduction, as the
case may be. All contributions made by the Company shall be conditional upon
their deductibility under Section 404 of the US Code. No person shall have any
interest in or right to any part of the Trust Fund, or any equitable right under
the Trust Agreement, except to the extent expressly provided in the Plan or
Trust Agreement.

13.02 Limitation of Rights

Neither the establishment of the Plan, nor any modification thereof, nor the
creation of any fund, trust or account, nor the purchase of any policy, nor the
payment of any benefits shall be construed as giving any Participant,
Beneficiary, or any other person whomsoever, any legal or equitable right
against the Company, the Committee, or the Trustee, unless such right shall be
specifically provided for in the Plan or conferred by affirmative action of the
Committee or the Company in accordance with the terms and provisions of the
Plan; or as giving any Participant or any other employee of the Company the
right to be retained in the service of the Company and all Participants and
other employees shall remain subject to discharge to the same extent as if the
Plan had never been adopted.

13.03 Limitation of Liability and Legal Actions

<PAGE>

In any action or proceeding involving the Trust Fund, or any part thereof, or
the administration thereof, the Company, the Committee, and the Trustee shall be
the only necessary parties. Any final judgment entered in any such action or
proceeding, which is not appealed or appealable, shall be binding and conclusive
on the parties thereto, and all persons having or claiming to have an interest
in the Trust Fund or under the Plan.

13.04 Construction of Agreement

The Plan shall be construed according to the laws of the State in which the
Company named under Article I has its principal place of business, and all
provisions hereof shall be administered according to, and its validity shall be
determined under, the laws of such State except where pre-empted by Federal law.

13.05 Title to Assets

No Participant, Beneficiary or any other person shall have any legal or
equitable right or interest in the funds set aside by the Company, or otherwise
received or held under the Plan, or in any assets of the Trust Fund, except as
expressly provided in the Plan, and no Participant, Beneficiary or any other
person shall be deemed to possess a right 1:0 any assets except as herein
provided.

13.06 Severability

Should any provision of the Plan or any regulations adopted thereunder be deemed
or held to be unlawful or invalid for any reason, such fact shall not adversely
affect the other provisions or regulations unless such invalidity shall render
impossible or impractical the functioning of the Plan and, in such case, the
appropriate parties shall immediately adopt a new provision or regulation to
take the place of the one held illegal or invalid.

13.07 Titles and Headings

The titles and headings of the Sections in this instrument are for convenience
of reference only and, in the event of any conflict, the text rather than such
titles or headings shall control.

13.08 Counterparts as Original

The Plan has been prepared in counterparts, each of which so prepared shall be
construed an original.

13.09 Merger of Plans

Upon the merger or consolidation of any other plan with this Plan or the
transfer of assets or liabilities from this Plan to any other plan, all
Participants of this Plan shall be entitled to a benefit immediately after the
merger, consolidation or transfer (if the merged, consolidated or transferee
plan had then been terminated) at least equal to the benefit they would have
been entitled to immediately prior to such merger, consolidation or transfer (if
the Plan had then terminated).