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                                                                   EXHIBIT 10(a)

                          DORAL FINANCIAL CORPORATION

                             OMNIBUS INCENTIVE PLAN

                                   ARTICLE I

                                    PURPOSE

     The purpose of the "Doral Financial Corporation Omnibus Incentive Plan"
(the "Plan") is to foster and promote the long-term financial success of Doral
Financial Corporation (the "Company") and materially increase shareholder value
by (a) motivating superior employee performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by the Company's and its Subsidiaries' (as hereinafter
defined) employees, and (c) enabling the Company to attract and retain the
services of employees upon whose judgment, interest, and effort the successful
conduct of its operations is largely dependent.

                                   ARTICLE II

                                  DEFINITIONS

     2.1.  Definitions.  Whenever used herein, the following terms shall have
the respective meanings set forth below:

          Adjusted Net Income.  "Adjusted Net Income" means the Company's
     consolidated net income applicable to common stockholders as it appears on
     an income statement of the Company prepared in accordance with generally
     accepted accounting principles, excluding the effects of Extraordinary
     Items.

          Adjustment Event.  "Adjustment Event" means any stock dividend, stock
     split or share combination of, or extraordinary cash dividend on, the
     Common Stock or recapitalization, reorganization, merger, consolidation,
     split-up, spin-off, combination, dissolution, liquidation, exchange of
     shares, warrants or rights offering to purchase Common Stock at a price
     substantially below Fair Market Value, or other similar event affecting the
     Common Stock of the Company.

          Alternative Awards.  "Alternative Awards" shall have the meaning set
     forth in Section 10.3.

          Annual Incentive Awards.  "Annual Incentive Awards" means an Award
     made pursuant to Article IX of the Plan with a Performance Cycle of one
     year or less.

          Approved Retirement.  "Approved Retirement" means termination of a
     Participant's employment on or after attaining age 55 and completing such
     period of service as the Committee shall determine from time to time.
     Notwithstanding the foregoing, the term "Approved Retirement" shall not
     apply to any Participant whose employment with the Company or a Subsidiary
     has been terminated for Cause, whether or not such individual is deemed to
     be retirement eligible or would otherwise satisfy the criteria set forth by
     the Committee as noted in the preceding sentence.

          Award.  An "Award" means the award of an Annual Incentive Award, a
     Long-Term Performance Unit Award, an Option, a SAR, a Restricted Unit,
     Restricted Stock or Performance Share, including any associated Dividend
     Equivalents, under the Plan, and shall also include an award of Restricted
     Stock or Restricted Units (including any associated Dividend Equivalents)
     made in conjunction with other incentive programs established by the
     Company or its Subsidiaries and so designated by the Committee.

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          Beneficial Owner.  "Beneficial Owner" means any "person," as such term
     is used in Section 13(d) of the Act, who, directly or indirectly, has or
     shares the right to vote, dispose of, or otherwise has "beneficial
     ownership" of such securities (within the meaning of Rule 13d-3 and Rule
     13d-5 under the Act), including pursuant to any agreement, arrangement or
     understanding (whether or not in writing).

          Board.  "Board" means the Board of Directors of the Company.

          Cause.  "Cause" means, with respect to a Participant, any of the
     following (as determined by the Committee in its sole discretion): (i)
     dishonesty, fraud or misrepresentation; (ii) inability to obtain or retain
     appropriate licenses; (iii) violation of any rule or regulation of any
     regulatory agency or self-regulatory agency; (iv) violation of any policy
     or rule of the Company or any Subsidiary; (v) commission of a crime; (vi)
     breach by a Participant of any written covenant or agreement with the
     Company or any Subsidiary not to disclose or misuse any information
     pertaining to, or misuse any property of, the Company or any Subsidiary, or
     (vii) any act or omission detrimental to the conduct of the business of the
     Company or any Subsidiary in any way.

          Change of Control.  A "Change of Control" shall be deemed to have
     occurred if:

             (i) any Person is or becomes the Beneficial Owner, either directly
        or indirectly, of securities of the Company representing twenty-five
        percent (25%) or more of the combined voting power of the Company's
        securities; or

             (ii) any transaction occurs with respect to the Company which is
        subject to the prior notice requirements of the Change in Bank Control
        Act of 1978; or

             (iii) any transaction occurs with respect to the Company which will
        require a "company" as defined in the Bank Holding Company Act of 1956,
        as amended, to obtain prior approval of the Federal Reserve Board under
        Regulation Y; or

             (iv) any plan or proposal for the liquidation of the Company is
        adopted by the stockholders of the Company; or

             (v) individuals who, as of the date hereof, constitute the Board
        (the "Incumbent Board") cease for any reason to constitute at least a
        majority of the Board; provided, however, that any individual becoming a
        director subsequent to the date hereof whose election, or nomination for
        election by the Company's shareholders, was approved by a vote of at
        least a majority of the directors then comprising the Incumbent Board
        shall be considered as though such individual were a member of the
        Incumbent Board, but excluding, for this purpose, any such individual
        whose initial assumption of office occurs as a result of either an
        actual or threatened election contest (as such terms are used in Rule
        14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other
        actual or threatened solicitation of proxies or contests by or on behalf
        of a Person other than the Board; or

             (vi) all or substantially all of the assets of the Company are
        sold, liquidated or distributed; or

             (vii) there occurs a reorganization, merger, consolidation or other
        corporate transaction involving the Company (a "Transaction"), in each
        case, with respect to which the stockholders of the Company immediately
        prior to such Transaction do not, immediately after the Transaction, own
        more than fifty (50) percent of the combined voting power of the Company
        or other corporation resulting from such Transaction; or

             (viii) any other event occurs which the Board declares to be a
        Change of Control.

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     Notwithstanding the foregoing, a Change of Control shall not be deemed to
have occurred merely as a result of an underwritten offering of the equity
securities of the Company where no Person (including any "group" (within the
meaning of Rule 13d-5(b) under the Exchange Act)) acquires more than twenty-five
percent (25%) of the beneficial ownership interests in such securities.

          Change of Control Price.  "Change of Control Price" means the highest
     price per share of Common Stock paid in conjunction with any transaction
     resulting in a Change of Control (as determined in good faith by the
     Committee if any part of the offered price is payable other than in cash)
     or, in the case of a Change of Control occurring solely by reason of a
     change in the composition of the Board, the highest Fair Market Value of
     the Common Stock on any of the 30 trading days immediately preceding the
     date on which a Change of Control occurs.

          Code.  "Code" means the Internal Revenue Code of 1986, as amended,
     including, for these purposes, any regulations promulgated by the Internal
     Revenue Service with respect to the provisions of the Code ("Treasury
     Regulations"), and any successor thereto.

          Committee.  "Committee" means the Compensation Committee of the Board
     or such other committee of the Board as the Board shall designate from time
     to time, which committee shall consist of two or more members, each of whom
     shall be a "Non Employee Director" within the meaning of Rule 16b-3, as
     promulgated under the Exchange Act, and an "independent director" under
     Section 303A of the New York Stock Exchange's Listed Company Manual, or any
     successors thereto.

          Common Stock.  "Common Stock" means the common stock of the Company,
     par value $1.00 per share.

          Company.  "Company" means Doral Financial Corporation, a Puerto Rico
     corporation, and any successor thereto.

          Covered Employees.  "Covered Employees" are any Executive Officers or
     other Eligible Individuals who are "covered employees" within the meaning
     of Code Section 162(m).

          Disability.  "Disability" means the complete and permanent inability
     by reason of illness or accident to perform the duties of the occupation in
     which an Eligible Individual was employed when such disability commenced.

          Dividends.  "Dividends" means the regular cash dividends paid by the
     Company upon one share of Common Stock from time to time.

          Dividend Equivalents.  "Dividend Equivalents" means an amount equal to
     the regular cash dividends paid by the Company upon one share of Common
     Stock in connection with the grant of Restricted Units, Performance Shares,
     Options, and/or SARs awarded to a Participant in accordance with Article
     VIII of the Plan.

          Domestic Partner.  "Domestic Partner" means any person qualifying to
     be treated as a domestic partner of a Participant under the applicable
     policies, if any, of the Company or Subsidiary that employs the
     Participant.

          Effective Date.  "Effective Date" generally means the first date upon
     which the Plan shall become effective, which will be the date the Plan has
     been both (a) approved by the Board on February 24, 2004, and (b) approved
     by a majority of the votes cast at a duly held stockholders' meeting
     (currently scheduled for April 21, 2004) at which the requisite quorum, as
     set forth in the Company's Amended and Restated Certificate of
     Incorporation, of outstanding voting stock of the Company is, either in
     person or by proxy,

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     present and voting on the Plan. However, for purposes of any Option grant
     that is an ISO or a QSO, the term "Effective Date" shall mean solely the
     adoption of the Plan by the Board.

          Eligible Individual.  For purposes of this Plan only, "Eligible
     Individual" means any individual who is an employee of the Company or any
     Subsidiary.

          Exchange Act.  "Exchange Act" means the Securities Exchange Act of
     1934, as amended.

          Executive Officer.  "Executive Officer" means each person who is an
     officer of the Company or any Subsidiary and who is subject to the
     reporting requirements under Section 16(a) of the Exchange Act.

          Extraordinary Items.  "Extraordinary Items" means (i) extraordinary,
     unusual and/or non-recurring items of gain or loss, including but not
     limited to, restructuring or restructuring-related charges, (ii) gains or
     losses on the disposition of a business, (iii) changes in tax or accounting
     regulations or laws, or (iv) the effect of a merger or acquisition, all of
     which are identified in the Company's audited financial statements or the
     Company's annual report to stockholders.

          Fair Market Value.  "Fair Market Value" means, on any date, the price
     of the last trade, regular way, in the Common Stock on such date on the New
     York Stock Exchange or, if at the relevant time, the Common Stock is not
     listed to trade on the New York Stock Exchange, on such other recognized
     quotation system on which the trading prices of the Common Stock are then
     quoted (the "Applicable Exchange"). In the event that (i) there are no
     Common Stock transactions on the Applicable Exchange on any relevant date,
     Fair Market Value for such date shall mean the closing price on the
     immediately preceding date on which Common Stock transactions were so
     reported and (ii) the Applicable Exchange adopts a trading policy
     permitting trades after 5 P.M. Eastern Standard Time ("EST"), Fair Market
     Value shall mean the last trade, regular way, reported on or before 5 P.M.
     EST (or such earlier or later time as the Committee may establish from time
     to time).

          Family Member.  "Family Member" means, as to a Participant, any (i)
     child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
     sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
     brother-in-law, sister-in-law (including adoptive relationships), or
     Domestic Partner of such Participant, (ii) trusts for the exclusive benefit
     of one or more such persons and/or the Participant and (iii) other entity
     owned solely by one or more such persons and/or the Participant.

          Incumbent Directors.  "Incumbent Directors" means, with respect to any
     period of time specified under the Plan for purposes of determining a
     Change of Control, the persons who were members of the Board at the
     beginning of such period.

          ISO.  "ISO" means an Option that is an "incentive stock option" within
     the meaning of Code Section 422.

          Long-Term Performance Unit Award.  A "Long-Term Performance Unit
     Award" means an Award made pursuant to Article IX of the Plan, which are
     units valued by reference to property other than Common Stock (including
     cash), the number or value of such units which may be adjusted over a
     Performance Cycle based on the satisfaction of Performance Goals.

          Nonstatutory Stock Option.  "Nonstatutory Stock Option" means an
     Option that is not an ISO or a QSO.

          Option (including ISOs, QSOs and Nonstatutory Stock
     Options).  "Option" means the right to purchase Common Stock at a stated
     price for a specified period of time. For purposes of the Plan, an Option
     may be either (i) an ISO, (ii) a QSO or (iii) a Nonstatutory Stock Option.

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          Participant.  "Participant" shall have the meaning set forth in
     Article III of the Plan.

          Performance Cycle.  "Performance Cycle" means the period, not to
     exceed five (5) years, selected by the Committee during which the
     performance of the Company or any Subsidiary or unit thereof or any
     individual is measured for the purpose of determining the extent to which
     an Award subject to Performance Goals has been earned.

          Performance Goals.  "Performance Goals" means the objectives for the
     Company, any Subsidiary or business unit thereof, or an Eligible Individual
     that may be established by the Committee for a Performance Cycle with
     respect to any performance-based Awards contingently granted under the
     Plan.

          Performance Shares.  "Performance Shares" means an Award made pursuant
     to Article IX of the Plan, which are units denominated in Common Stock, the
     number of such units which may be adjusted over a Performance Cycle based
     upon the satisfaction of Performance Goals.

          Person.  "Person" means any person (within the meaning of Section
     3(a)(9) of the Exchange Act), including any group (within the meaning of
     Rule 13d-5(b) under the Exchange Act), but excluding any of the Company,
     any Subsidiary or any employee benefit plan sponsored or maintained by the
     Company or any Subsidiary.

          Plan Year.  "Plan Year" means a period of twelve months commencing on
     January 1st and ending on the next December 31st.

          PR Code.  "PR Code" means the Puerto Rico Internal Revenue Code of
     1994, as amended, including, for these purposes, any regulations
     promulgated by the Puerto Rico Department of the Treasury with respect to
     the provisions of the PR Code, and any successor thereto.

          QSO.  "QSO" means an Option that is a "qualified stock option" within
     the meaning of PR Code Section 1046.

          Restricted Period.  "Restricted Period" means the period of time
     during which Restricted Units or shares of Restricted Stock are subject to
     forfeiture or restrictions on transfer (if applicable) pursuant to Article
     VIII of the Plan.

          Restricted Stock.  "Restricted Stock" means Common Stock awarded to a
     Participant pursuant to the Plan that is subject to forfeiture and
     restrictions on transferability in accordance with Article VIII of the
     Plan.

          Restricted Unit.  "Restricted Unit" means a Participant's right to
     receive, pursuant to this Plan, one share of Common Stock at the end of a
     specified period of time, which right is subject to forfeiture in
     accordance with Article VIII of the Plan.

          SAR.  "SAR" means a stock appreciation right granted under Article VII
     in respect of one or more shares of Common Stock that entitles the holder
     thereof to receive, in cash or Common Stock, at the discretion of the
     Committee (which discretion may be exercised at or after grant, including
     after exercise of the SAR), an amount per share of Common Stock equal to
     the excess, if any, of the Fair Market Value on the date the SAR is
     exercised over the Fair Market Value on the date the SAR is granted.

          Subsidiary.  "Subsidiary" means any corporation or partnership in
     which the Company owns, directly or indirectly, more than fifty percent
     (50%) of the total combined voting power of all classes of stock of such
     corporation or of the capital interest or profits interest of such
     partnership.

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     2.2.  Gender and Number.  Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

                                  ARTICLE III

                         ELIGIBILITY AND PARTICIPATION

     3.1.  Participants.  Participants in the Plan shall be those Eligible
Individuals designated by the affirmative action of the Committee (or its
delegate) to participate in the Plan.

     3.2.  Types of Awards.  The Committee (or its delegate) may grant any or
all of the Awards specified herein to any particular Participant (subject to the
applicable limitations set forth in the Plan). Any Award may be made for one (1)
year or multiple years without regard to whether any other type of Award is made
for the same year or years.

                                   ARTICLE IV

                            POWERS OF THE COMMITTEE

     4.1.  Power to Grant.  The Committee shall have the authority, subject to
the terms of the Plan, to determine those Eligible Individuals to whom Awards
shall be granted and the terms and conditions of any and all Awards including,
but not limited to:

          (a) the number of shares of Common Stock to be covered by each Award;

          (b) the time or times at which Awards shall be granted;

          (c) the terms and provisions of the instruments by which Options may
     be evidenced, including the designation of Options as ISOs, QSOs or
     Nonstatutory Stock Options;

          (d) the determination of the period of time during which restrictions
     on Restricted Stock or Restricted Units shall remain in effect;

          (e) the establishment and administration of any Performance Goals
     applicable to Awards granted under the Plan;

          (f) the determination of Participants' Long-Term Performance Unit
     Awards or Performance Share Awards, including any Performance Goals and
     Performance Cycles; and

          (g) the development and implementation of specific stock-based
     programs for the Company and its Subsidiaries that are consistent with the
     intent and specific terms of the framework created by this Plan; and

          (h) the right of a Participant to defer receipt of payment of an
     Award, including the establishment of a trust to hold the amounts payable
     pursuant to an Award, including, but not limited to, shares of Common
     Stock.

     Appropriate officers of the Company or any Subsidiary may suggest to the
Committee the Eligible Individuals who should receive Awards, which the
Committee may accept or reject in its sole discretion. The Committee shall
determine the terms and conditions of each Award at the time of grant. The
Committee may establish different terms and conditions for different
Participants and for the same Participant for each Award such Participant may
receive, whether or not granted at different times.

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     4.2.  Administration.

          (a) Rules, Interpretations and Determinations.  The Committee shall
     administer the Plan. Any Award granted by the Committee under the Plan may
     be subject to such conditions, not inconsistent with the terms of the Plan,
     as the Committee shall determine. The Committee shall have full authority
     to interpret and administer the Plan, to establish, amend, and rescind
     rules and regulations relating to the Plan, to provide for conditions
     deemed necessary or advisable to protect the interests of the Company, to
     construe the respective Award agreements and to make all other
     determinations necessary or advisable for the administration and
     interpretation of the Plan in order to carry out its provisions and
     purposes. Determinations, interpretations, or other actions made or taken
     by the Committee shall be final, binding, and conclusive for all purposes
     and upon all persons.

          The Committee's determinations under the Plan (including the
     determination of the Eligible Individuals to receive Awards, the form,
     amount and timing of such Awards, the terms and provisions of such Awards
     and the agreements hereunder) may vary, and need not be uniform, whether or
     not any such Eligible Individuals could be deemed to be similarly situated.

          (b) Agents and Expenses.  The Committee may appoint agents (who may be
     officers or employees of the Company) to assist in the administration of
     the Plan and may grant authority to such persons to execute agreements or
     other documents on its behalf. All expenses incurred in the administration
     of the Plan, including, without limitation, for the engagement of any
     counsel, consultant or agent, shall be paid by the Company. The Committee
     may consult with legal counsel, who may be counsel to the Company, and
     shall not incur any liability for any action taken in good faith in
     reliance upon the advice of counsel. Any proceeds received by the Company
     in connection with any Award will be used for general corporate purposes.

          (c) Delegation of Authority.  Notwithstanding anything else contained
     in the Plan to the contrary herein, the Committee may delegate, subject to
     such terms or conditions or guidelines as it shall determine, to any
     employee of the Company or any group of employees of the Company or its
     affiliates any portion of its authority and powers under the Plan with
     respect to Participants who are not Executive Officers. Only the Committee
     may select, grant, administer, or exercise any other discretionary
     authority under the Plan in respect of Awards granted to such Participants
     who are Executive Officers.

     4.3.  Newly Eligible Participants.  The Committee shall be entitled to make
such rules, determinations and adjustments, as it deems appropriate with respect
to any Participant who becomes eligible to receive a performance-based Award
after the commencement of a Performance Cycle.

     4.4.  Restrictive Covenants and Other Conditions.  Without limiting the
generality of the foregoing, the Committee may condition the grant of any Award
under the Plan upon the Participant to whom such Award would be granted agreeing
in writing to certain conditions in addition to the provisions regarding
exercisability of the Award (such as restrictions on the ability to transfer the
underlying shares of Common Stock) or covenants in favor of the Company and/or
one or more Subsidiaries (including, without limitation, covenants not to
compete, not to solicit employees and customers and not to disclose confidential
information) that may have effect during or following the termination of the
Participant's employment with the Company and its Subsidiaries and before or
after the Award has been exercised, including, without limitation, the
requirement that the Participant disgorge any profit, gain or other benefit
received in respect of the exercise of the Award prior to any breach of any such
covenant by the Participant.

     4.5.  Performance Based Compensation Interpretations; Limitations on
Discretion.  Notwithstanding anything contained in the Plan to the contrary,
(1) any performance-based Awards shall be subject to a minimum vesting period
of one year, and (2) to the extent the Committee has required upon grant that
any Annual Incentive Award, Long-Term Performance Unit Award, Performance Share,
Restricted Unit or Restricted Stock

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must qualify as "other performance based compensation" within the meaning of
Section 162(m)(4)(c) of the Code, the Committee shall (a) specify and approve
the specific terms of any Performance Goals with respect to such Awards in
writing no later than ninety (90) days from the commencement of the Performance
Cycle to which the Performance Goal or Goals relate, and (b) not be entitled to
exercise any subsequent discretion otherwise authorized under the Plan (such as
the right to authorize payout at a level above that dictated by the achievement
of the relevant Performance Goals) with respect to such Award if the ability to
exercise discretion (as opposed to the exercise of such discretion) would cause
such Award to fail to qualify as other performance based compensation.

     4.6.  Indemnification.  No member of the Committee shall be personally
liable for any action, omission or determination relating to the Plan, and the
Company shall indemnify and hold harmless each member of the Committee and each
other director or employee of the Company to whom any duty or power relating to
the administration or interpretation of the Plan has been delegated, against any
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination related to the Plan, if, in either case, such
member, director or employee made or took such action, omission, or
determination in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful.

                                   ARTICLE V

                COMMON STOCK SUBJECT TO PLAN; OTHER LIMITATIONS

     5.1.  Plan Limits.

          (a) Shares Available for Awards: Subject to the provisions of Section
     5.4, the number of shares of Common Stock issuable under the Plan for
     Awards shall be 4,000,000.

          (b) The shares to be delivered under the Plan may consist, in whole or
     in part, of Common Stock purchased by the Company for such purpose,
     treasury Common Stock or authorized but unissued Common Stock, not reserved
     for any other purpose.

     5.2.  Individual Award Limitations.  Subject to the provisions of Section
5.4, the following individual Award limits apply:

          (a) Options/SARs: During any three (3) year period, the total number
     of shares of Common Stock subject to Options and SARs awarded to any
     Participant may not exceed 2,500,000.

          (b) Individual Performance-Based Limitations: To the extent that any
     Annual Incentive, Long-Term Performance Unit, Restricted Stock, Restricted
     Unit and Performance Share Awards to a Participant are intended to satisfy
     the requirements of Code Section 162(m)(4)(C) as "other performance based
     compensation," the maximum aggregate amount of such Award(s) paid or
     otherwise made available to such Participant shall not exceed one-half of
     one percent (0.5%) of Adjusted Net Income for the most recently reported
     year ending December 31 prior to the year such Award or Awards is or are
     paid or otherwise made available.

     5.3.  Cancelled, Terminated, or Forfeited Awards.  Should an Award under
this Plan for any reason expire without having been exercised, be cancelled,
repurchased by the Company, terminated or forfeited or otherwise settled without
the issuance of any Common Stock (including, but not limited to, shares tendered
to exercise outstanding Options, shares tendered or withheld for taxes on Awards
or shares issued in connection with a

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Restricted Stock or Restricted Unit Award that are subsequently forfeited), any
such shares of Common Stock subject to such Award shall again be available for
grants of Awards under the Plan.

     5.4.  Adjustment in Capitalization.  In the event of any Adjustment Event,
(a) the aggregate number of shares of Common Stock available for Awards under
Section 5.1, (b) the aggregate limitations on the number of shares that may be
awarded as a particular type of Award or that may be awarded to any particular
Participant in any particular period under Section 5.2 and (c) the aggregate
number of shares subject to outstanding Awards and the respective exercise
prices or base prices applicable to outstanding Awards shall be appropriately
adjusted by the Committee, in its discretion, with respect to such Adjustment
Event, and the Committee's determination shall be conclusive. To the extent
deemed equitable and appropriate by the Committee and subject to any required
action by shareholders of the Company, in any Adjustment Event that is a merger,
consolidation, reorganization, liquidation, dissolution or similar transaction,
any Award granted under the Plan shall be deemed to pertain to the securities
and other property, including cash, to which a holder of the number of shares of
Common Stock covered by the Award would have been entitled to receive in
connection with such Adjustment Event.

     Any shares of stock (whether Common Stock, shares of stock into which
shares of Common Stock are converted or for which shares of Common Stock are
exchanged or shares of stock distributed with respect to Common Stock) or cash
or other property received with respect to any award of Restricted Stock or
Restricted Units granted under the Plan as a result of any Adjustment Event or
any distribution of property shall, except as provided in Article X or as
otherwise provided by the Committee, be subject to the same terms and
conditions, including restrictions on transfer, as are applicable to such shares
of Restricted Stock or Restricted Units and any stock certificate(s)
representing or evidencing any shares of stock so received shall be legended in
such manner as the Company deems appropriate.

                                   ARTICLE VI

                                 STOCK OPTIONS

     6.1.  Grant of Options.  Subject to the provisions of Section 5.1, Options
may be granted to Participants at such time or times as shall be determined by
the Committee. Options granted under the Plan may be of three types: (i) ISOs,
(ii) QSOs and (iii) Nonstatutory Stock Options. Except as otherwise provided
herein, the Committee shall have complete discretion in determining the number
of Options, if any, to be granted to a Participant, except that (i) ISOs may
only be granted to Eligible Individuals who satisfy the requirements for
eligibility set forth under Code Section 424, and (ii) QSOs may only be granted
to Eligible Individuals who satisfy the requirements for eligibility set forth
under PR Code Section 1046. The date of grant of an Option under the Plan will
be the date on which the Option is awarded by the Committee or, if so determined
by the Committee, the date on which occurs any event (including, but not limited
to, the completion of an individual or corporate Performance Goal) the
occurrence of which is an express condition precedent to the grant of the
Option. Subject to Section 5.4, the Committee shall determine the number of
Options, if any, to be granted to the Participant. Each Option grant shall be
evidenced by an Option agreement (in electronic or written form) that shall
specify the type of Option granted, the exercise price, the duration of the
Option, the number of shares of Common Stock to which the Option pertains, and
such other terms and conditions as the Committee shall determine which are not
inconsistent with the provisions of the Plan. Options may be granted in tandem
with SARs (as described in more detail in Article VII), and/or with associated
Dividend Equivalents (as described in more detail in Article VIII).

     6.2.  Exercise Price; No Repricing or Substitution of
Options.  Nonstatutory Stock Options, ISOs and QSOs granted pursuant to the Plan
shall have an exercise price no less than the Fair Market Value of a share of

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Common Stock on the date the Option is granted. Except as a result of any
Adjustment Event, the Committee shall not have the power or authority to reduce,
whether through amendment or otherwise, the exercise price of any outstanding
Option nor to grant any new Options or other Awards in substitution for or upon
the cancellation of Options previously granted which shall have the effect of
reducing the exercise price of any outstanding Option.

     6.3.  Exercise of Options.  Unless the Committee shall determine otherwise
at the time of grant, one-third (1/3) of each Option granted pursuant to the
Plan shall become exercisable on each of the first three (3) anniversaries of
the date such Option is granted; provided that the Committee may establish
performance-based criteria for exercisability of any Option. Subject to the
provisions of this Article VI, once any portion of any Option has become
exercisable it shall remain exercisable for its remaining term. Once
exercisable, an Option may be exercised from time to time, in whole or in part,
up to the total number of shares of Common Stock with respect to which it is
then exercisable. The Committee shall determine the term of each Option granted,
but, except as expressly provided below, in no event shall any such Option be
exercisable for more than 10 years after the date on which it is granted.

     6.4.  Payment.  The Committee shall establish procedures governing the
exercise of Options. No shares shall be delivered pursuant to any exercise of an
Option unless arrangements satisfactory to the Committee have been made to
assure full payment of the exercise price therefore. Without limiting the
generality of the foregoing, payment of the exercise price may be made: (i) in
cash or its equivalent (ii) by exchanging shares of Common Stock (which are not
the subject of any pledge or other security interest) owned by the person
exercising the Option (through actual tender or by attestation); (iii) through
an arrangement with a broker approved by the Company whereby payment of the
exercise price is accomplished with the proceeds of the sale of Common Stock; or
(iv) by any combination of the foregoing; provided that the combined value of
all cash and cash equivalents paid and the Fair Market Value of any such Common
Stock so tendered to the Company, valued as of the date of such tender, is at
least equal to such exercise price. The Company may not make a loan to a
Participant to facilitate such Participant's exercise of any of his or her
Options or payment of taxes.

     6.5.  ISOs and QSOs.  Notwithstanding anything in the Plan to the contrary,
no Option that is intended to be an ISO or a QSO may be granted after the tenth
anniversary of the Effective Date of the Plan. Except as may otherwise be
provided for under the provisions of Article X of the Plan, no term of this Plan
relating to ISOs or QSOs shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify the ISO, QSO or the Plan under Section 422 of the Code or Section
1046 of the PR Code, or, without the consent of any Participant affected
thereby, to disqualify any ISO under such Section 422 or any QSO under such
Section 1046.

     6.6.  Termination of Employment.  Unless otherwise determined by the
Committee at or following the time of grant, the following provisions of the
Plan shall apply in the event of the Participant's termination of employment:

          (a) Due to Death.  In the event a Participant's employment terminates
     by reason of death, any Options granted to such Participant shall become
     immediately exercisable in full and may be exercised by the Participant's
     estate or as may otherwise be provided for in accordance with the
     requirements of Section 12.2, at any time prior to the earlier to occur of
     the (i) expiration of the term of the Options or (ii) third (3rd)
     anniversary (or such earlier date as the Committee shall determine at the
     time of grant) of the Participant's death; provided, however, that
     Nonstatutory Stock Options shall be deemed to be amended to provide that
     they are exercisable for not less than one (1) year after a Participant's
     death even if such period exceeds the expiration of the term of the
     original grant of such Nonstatutory Stock Options.

                                        10
<PAGE>

          (b) Due to Disability.  In the event a Participant's employment is
     terminated by his or her employer by reason of Disability, any Options
     granted to such Participant shall become immediately exercisable in full
     and may be exercised by the Participant (or, in the event of the
     Participant's death after termination of employment when the Option is
     exercisable pursuant to its terms, by the Participant's designated
     beneficiary, and if none is named, by the person determined in accordance
     with the requirements of Section 12.2), at any time prior to the expiration
     date of the term of the Options or within three (3) years (or such shorter
     period as the Committee shall determine at the time of grant) following the
     Participant's termination of employment, whichever period is shorter.

          (c) Due to Approved Retirement.  In the event a Participant's
     employment terminates by reason of Approved Retirement, any Options granted
     to such Participant which are then outstanding shall become immediately
     exercisable in full and may be exercised by the Participant (or, in the
     event of the Participant's death after termination of employment when the
     Option is exercisable pursuant to its terms, by the Participant's estate or
     as otherwise may be provided for in accordance with Section 12.2), at any
     time prior to the expiration date of the term of the Options or within five
     (5) years (or such shorter period as the Committee shall determine at the
     time of grant) following the Participant's Approved Retirement, whichever
     period is shorter.

          (d) Due to Cause.  In the event a Participant's employment is
     terminated by the Company or any Subsidiary for Cause, any Options granted
     to such Participant that are then not yet exercised shall be forfeited at
     the time of such termination and shall not be exercisable thereafter and
     the Committee may, consistent with Section 4.5 of the Plan, require that
     such Participant disgorge any profit, gain or other benefit received in
     respect of the exercise of any such Award for a period of up to twelve (12)
     months prior to the Participant's termination of employment for Cause. For
     purposes of this Section 6.6, in the event a Participant's employment is
     terminated by the Company or any Subsidiary for Cause, the provisions of
     this Section 6.6(d) will apply notwithstanding any assertion (by the
     Participant or otherwise) of a termination of employment for any other
     reason enumerated under this Section.

          (e) Due to Resignation.  Unless otherwise determined by the Committee,
     in the event a Participant's employment ends as a result of such
     Participant's resignation from the Company or any Subsidiary, any Options
     granted to such Participant that are then not yet exercised shall be
     forfeited at the time of such termination and shall not be exercisable
     thereafter.

          (f) Due to Any Other Reason.  In the event the employment of the
     Participant shall terminate for any reason other than one described in
     Section 6.6(a) through (e), any Options granted to such Participant which
     are exercisable at the date of the Participant's termination of employment
     may be exercised by the Participant (or, in the event of the Participant's
     death after termination of employment when the Option is exercisable
     pursuant to its terms, by the Participant's estate or as may otherwise be
     provided for in accordance with the requirements of Section 12.2) at any
     time prior to the expiration of the term of the Options or the ninetieth
     (90th) day following the Participant's termination of employment, whichever
     period is shorter, and any Options that are not exercisable at the time of
     termination of employment shall be forfeited at the time of such
     termination and not be exercisable thereafter.

                                  ARTICLE VII

                        STOCK APPRECIATION RIGHTS (SARS)

     7.1.  Grant of SARs.  SARs may be granted to any Participants, all
Participants or any class of Participants at such time or times as shall be
determined by the Committee. SARs may be granted in tandem

                                        11
<PAGE>

with an Option, on a freestanding basis, not related to any other Award, and/or
with associated Dividend Equivalents. A grant of a SAR shall be evidenced in
writing, whether as part of the agreement governing the terms of the Option, if
any, to which such SARs relate or pursuant to a separate written agreement with
respect to freestanding SARs, in each case containing such provisions not
inconsistent with the Plan as the Committee shall approve.

     7.2.  Terms and Conditions of SARs.  Notwithstanding the provisions of
Section 7.1, unless the Committee shall otherwise determine the terms and
conditions (including, without limitation, the exercise period of the SAR, the
vesting schedule applicable thereto and the impact of any termination of service
on the Participant's rights with respect to the SAR) applicable with respect to
(i) SARs granted in tandem with an Option shall be substantially identical (to
the extent possible taking into account the differences related to the character
of the SAR) to the terms and conditions applicable to the tandem Options and
(ii) freestanding SARs shall be substantially identical (to the extent possible
taking into account the differences related to the character of the SAR) to the
terms and conditions that would have been applicable under Section 6 were the
grant of the SARs a grant of an Option (including, but not limited to, the
application of Section 6.6).

     7.3.  Exercise of Tandem SARs.  SARs that are granted in tandem with an
Option may only be exercised upon the surrender of the right to exercise such
Option for an equivalent number of shares and may be exercised only with respect
to the shares of Stock for which the related Award is then exercisable.

     7.4.  Payment of SAR Amount.  Upon exercise of a SAR, the holder shall be
entitled to receive payment, in cash, in shares of Common Stock or in a
combination thereof, as determined by the Committee, of an amount determined by
multiplying:

          (a) the excess, if any, of the Fair Market Value of a share of Stock
     at the date of exercise over the Fair Market Value of a share of Common
     Stock on the date of grant, by

          (b) the number of shares of Common Stock with respect to which the
     SARs are then being exercised;

provided, however, that at the time of grant with respect to any SAR payable in
cash, the Committee may establish, in its sole discretion, a maximum amount per
share which will be payable upon the exercise of such SAR.

                                  ARTICLE VIII

          RESTRICTED STOCK, RESTRICTED UNITS AND DIVIDEND EQUIVALENTS

     8.1.  Grant of Restricted Stock and Restricted Units.  The Committee, in
its sole discretion, may make Awards to Participants of Restricted Stock or
Restricted Units. Any Award made hereunder of Restricted Stock or Restricted
Units shall be subject to the terms and conditions of the Plan and to any other
terms and conditions not inconsistent with the Plan (including, but not limited
to, requiring the Participant to pay the Company an amount equal to the par
value per share for each share of Restricted Stock awarded) as shall be
prescribed by the Committee in its sole discretion, either at the time of grant
or thereafter. As determined by the Committee, with respect to an Award of
Restricted Stock, the Company shall either (i) transfer or issue to each
Participant to whom an award of Restricted Stock has been made the number of
shares of Restricted Stock specified by the Committee or (ii) hold such shares
of Restricted Stock for the benefit of the Participant for the Restricted
Period. In the case of an Award of Restricted Units, no shares of Common Stock
shall be issued at the time an Award is made, and the Company shall not be
required to set aside a fund for the payment of such Award. Dividends or
Dividends Equivalents (if connected with the grant of Restricted Units) may be
subject to the same terms and conditions as the underlying Award of Restricted
Stock or Restricted Units.

                                        12
<PAGE>

     8.2.  Grant, Terms and Conditions of Dividend Equivalents.  The Committee,
in its sole discretion, may make Awards to Participants of Dividend Equivalents
in connection with the grant of Restricted Units, Options, SARs and/or
Performance Shares. Unless the Committee shall otherwise determine, the terms
and conditions (including, without limitation, the vesting schedule applicable
thereto and the impact of any termination of service on the Participant's rights
with respect to the Dividend Equivalent) shall be substantially identical (to
the extent possible taking into account the differences related to the character
of the Dividend Equivalent) to the terms and conditions applicable to the
associated Award.

     8.3.  Restrictions on Transferability.  Shares of Restricted Stock and
Restricted Units may not be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered by the Participant during the Restricted Period, except
as hereinafter provided. Notwithstanding the foregoing, the Committee may permit
(on such terms and conditions as it shall establish) shares of Restricted Stock
and Restricted Units to be transferred during the Restricted Periods pursuant to
Section 12.1, provided that any shares of Restricted Stock or Restricted Units
so transferred shall remain subject to the provisions of this Article VIII.

     8.4.  Rights as a Shareholder.  Except for the restrictions set forth
herein and unless otherwise determined by the Committee, the Participant shall
have all the rights of a shareholder with respect to such shares of Restricted
Stock, including but not limited to, the right to vote and the right to receive
dividends. A Participant shall not have any right, in respect of Restricted
Units or Dividend Equivalents awarded pursuant to the Plan, to vote on any
matter submitted to the Company's stockholders until such time as the shares of
Common Stock attributable to such Restricted Units (and, if applicable, Dividend
Equivalents) have been issued.

     8.5.  Restricted Period.  Unless the Committee shall otherwise determine at
the date an Award of Restricted Stock or Restricted Units (including any
Dividend Equivalents issued in connection with such Restricted Units) is made to
the Participant by the Committee, the Restricted Period shall commence upon the
date of grant by the Committee and shall lapse with respect to the shares of
Restricted Stock or Restricted Units on the third (3rd) anniversary of the date
of grant, unless sooner terminated as otherwise provided herein.

     8.6.  Legending or Equivalent.  To the extent that certificates are issued
to a Participant in respect of shares of Restricted Stock awarded under the Plan
(or in the event that such Restricted Stock are held electronically), such
shares shall be registered in the name of the Participant and shall have such
legends (or account restrictions) reflecting the restrictions of such Awards in
such manner as the Committee may deem appropriate.

     8.7.  Termination of Employment.  Unless the Committee shall otherwise
determine at or subsequent to the date of grant:

          (a) Due to Death.  In the event a Participant's employment terminates
     by reason of death, the Restricted Period will lapse as to the entire
     portion of the shares of Restricted Stock and/or Restricted Units
     (including any associated Dividend Equivalents) transferred or issued to
     such Participant under the Plan.

          (b) Due to Disability.  In the event a Participant's employment
     terminates by reason of Disability, the Restricted Period will lapse as to
     the entire portion of the shares of Restricted Stock and/or Restricted
     Units (including any associated Dividend Equivalents) transferred or issued
     to such Participant under the Plan.

          (c) Due to Approved Retirement.  In the event a Participant's
     employment terminates by reason of Approved Retirement, the Restricted
     Period will lapse as to the entire portion of the shares of Restricted
     Stock and/or Restricted Units transferred or issued to such Participant
     under the Plan (including any associated Dividend Equivalents).

                                        13
<PAGE>

          (d) Due to Cause.  In the event a Participant's employment is
     terminated by the Company or any Subsidiary for Cause, any Restricted Stock
     or Restricted Units (including any associated Dividend Equivalents) granted
     to such Participant shall be forfeited at the time of such termination, and
     the Committee may, consistent with Section 4.5 of the Plan, require that
     such Participant disgorge any profit, gain or other benefit received in
     respect of the lapse of restrictions on any prior grant of Restricted Stock
     or Restricted Units (including any Dividend Equivalents) for a period of up
     to twelve (12) months prior to the Participant's termination of employment
     for Cause. For purposes of this Section 8.7, in the event a Participant's
     employment is terminated by the Company or any Subsidiary for Cause, the
     provisions of this Section 8.7(d) will apply notwithstanding any assertion
     (by the Participant or otherwise) of a termination of employment for any
     other reason enumerated under this Section.

          (e) Due to Resignation.  Unless otherwise determined by the Committee,
     in the event a Participant's employment ends as a result of such
     Participant's resignation from the Company or any Subsidiary, any
     Restricted Stock granted to such Participant and all Restricted Units
     (including any associated Dividend Equivalents) credited to such
     Participant shall be forfeited upon the Participant's termination of
     employment.

          (f) Due to Any Other Reason.  In the event a Participant's employment
     is terminated by the Company or any Subsidiary for any other reason during
     the applicable vesting period, the Participant (or the Participant's estate
     or beneficiaries, if the Participant subsequently dies) shall receive a
     payment calculated in the following manner: (i) the number of shares of
     Restricted Stock or Restricted Units granted will be reduced by multiplying
     the grant by a fraction, the numerator of which is the number of full
     months in the applicable vesting period during which the Participant was an
     active employee and the denominator of which is the number of months in the
     applicable vesting period (with a partial month worked shall be counted as
     a full month if the Participant is an active employee for 15 days or more
     in that month); and (ii) the resulting reduced number of Restricted Stock
     or Restricted Units shall be considered vested and payment of such
     pro-rated Awards is to be made to the Participant (or beneficiaries or
     estate, if the Participant subsequently dies) as soon as practicable after
     the Participant's termination of employment.

     8.8.  Issuance of New Certificate or Equivalent; Settlement of Restricted
Units and Dividend Equivalents. Upon the lapse of the Restricted Period with
respect to any shares of Restricted Stock, such shares shall no longer be
subject to the restrictions imposed under Section 8.3 and the Company shall
issue or have issued new share certificates (or remove any such restrictions
that may have been established electronically) without the legend or equivalent
described in Section 8.6 in exchange for those previously issued. Upon the lapse
of the Restricted Period with respect to any Restricted Units, the Company shall
deliver to the Participant, or the Participant's beneficiary or estate, as
provided in Section 12.2, one share of Common Stock for each Restricted Unit as
to which restrictions have lapsed and any Dividend Equivalents credited with
respect to such Restricted Units and any interest thereon. The Committee may, in
its sole discretion, elect to pay cash or part cash and part Common Stock in
lieu of delivering only Common Stock for Restricted Units and/or Dividend
Equivalents. If a cash payment is made in lieu of delivering Common Stock for
Restricted Units, the amount of such cash payment for each share of Common Stock
to which a Participant is entitled shall be equal to the Fair Market Value of
the Common Stock on the date on which the Restricted Period lapsed with respect
to the related Restricted Unit.

                                        14
<PAGE>

                                   ARTICLE IX

                            ANNUAL INCENTIVE AWARDS,
                       LONG-TERM PERFORMANCE UNIT AWARDS
                          AND PERFORMANCE SHARE AWARDS

     9.1.  Annual Incentive Awards.

     (a) General Description.  At the direction of the Committee, Annual
Incentive Awards may be made to Participants and, unless determined otherwise by
the Committee at or after the date of grant, shall be paid in cash.

     (b) Requirements for Covered Employees.  For any Covered Employees and to
the extent the Committee intends to comply with the requirements for
performance-based Awards described generally under Code Section 162(m), the
Committee must certify, prior to payment of any such amounts, that any
applicable Performance Goals and/or other requirements have been satisfied, and
that such amounts are consistent with the limits provided under Section 5.2(b).

     (c) Payment of Annual Incentive Awards.  Unless the Committee determines
otherwise either at grant or thereafter, in the event a Participant terminates
employment before the end of an annual Performance Cycle due to death,
Disability, or Approved Retirement, such Participant, or his or her estate,
shall be eligible to receive a prorated Annual Incentive Award based on (a) in
the case of death or Disability, full achievement of the Participant's
Performance Goals for such Performance Cycle, and (b) in the case of Approved
Retirement, the actual achievement of the Performance Goals for such Performance
Cycle, in each case prorated for the portion of the Performance Cycle completed
before the Participant's termination of employment. If a Participant terminates
employment before payment of an Annual Incentive Award is authorized by the
Committee for any reason other than death, Disability or Approved Retirement,
the Participant shall forfeit all rights to such Annual Incentive Award unless
otherwise determined by the Committee.

     9.2.  Long-Term Performance Unit Awards.

     (a) General Description.  At the discretion of the Committee, grants of
Long-Term Performance Unit Awards may be made to Participants.

     (b) Requirements for Covered Employees.  For any Covered Employees and to
the extent the Committee intends to comply with the requirements for
performance-based Awards described generally under Code Section 162(m), the
Committee must certify, prior to payment of any such amounts, that any
applicable Performance Goals and/or other requirements have been satisfied, and
that such amounts paid are consistent with the limits provided under Section
5.2(b).

     (c) Payment of Long-Term Performance Unit Awards.  Long-Term Performance
Unit Awards shall be payable in cash, Common Stock, or a combination of cash and
Common Stock at the discretion of the Committee. Unless the Committee shall
otherwise determine at or subsequent to the date of grant:

          (i) Due to Death.  In the event a Participant's employment terminates
     by reason of death during the applicable Performance Cycle, the
     Participant's estate or beneficiaries will receive a lump sum payment as
     soon as practicable of such Long-Term Performance Unit Award, calculated as
     if the target value or equivalent value for each Unit had, in fact, been
     achieved.

          (ii) Due to Disability.  In the event a Participant's employment
     terminates by reason of Disability during the applicable Performance Cycle,
     the Participant (or the Participant's estate or beneficiaries, if the
     Participant subsequently dies) will receive a lump sum payment as soon as
     practicable of such Long-Term

                                        15
<PAGE>

     Performance Unit Award, calculated as if the target value or equivalent
     value for each Unit had, in fact, been achieved.

          (iii) Due to Approved Retirement.  In the event a Participant's
     employment terminates by reason of Approved Retirement during the
     applicable Performance Cycle, the Participant (or the Participant's estate
     or beneficiaries, if the Participant subsequently dies) shall receive a
     payment calculated in the following manner: (i) the number of Long-Term
     Performance Units granted will be reduced by multiplying the grant by a
     fraction, the numerator of which is the number of full months in the
     Performance Cycle during which the Participant was an active employee and
     the denominator of which is the number of months in the Performance Cycle
     (with a partial month worked shall be counted as a full month if the
     Participant is an active employee for 15 days or more in that month); and
     (ii) the resulting reduced number of Long-Term Performance Units shall be
     considered vested and payment made to the Participant in a lump sum as soon
     as practicable after the completion of the respective Performance Cycle and
     the final valuation of such Units is determined.

          (iv) Due to Cause.  In the event a Participant's employment is
     terminated by the Company or any Subsidiary for Cause, any outstanding
     Long-Term Performance Unit Awards shall be cancelled and the Committee may,
     consistent with Section 4.5 of the Plan, require that such Participant
     disgorge any profit, gain or other benefit received in respect of the
     payment of any prior Long-Term Performance Unit Awards received within a
     period of twelve (12) months prior to the Participant's termination of
     employment for Cause. For purposes of this Section 9.2(c)(iv), in the event
     a Participant's employment is terminated by the Company or any Subsidiary
     for Cause, the provisions of this Section 9.2(c)(iv) will apply
     notwithstanding any assertion (by the Participant or otherwise) of a
     termination of employment for any other reason enumerated under this
     Section.

          (v) Due to Resignation.  Unless otherwise determined by the Committee,
     in the event a Participant's employment ends as a result of such
     Participant's resignation from the Company or any Subsidiary, any Long-Term
     Performance Units credited to such Participant shall be forfeited upon the
     Participant's termination of employment.

          (vi) Due to Any Other Reason.  In the event a Participant's employment
     is terminated by the Company or any Subsidiary for any other reason during
     the applicable Performance Cycle, the Participant (or the Participant's
     estate or beneficiaries, if the Participant subsequently dies) shall
     receive a payment calculated in the following manner: (i) the number of
     Long-Term Performance Units granted will be reduced by multiplying the
     grant by a fraction, the numerator of which is the number of full months in
     the Performance Cycle during which the Participant was an active employee
     and the denominator of which is the number of months in the Performance
     Cycle (with a partial month worked shall be counted as a full month if the
     Participant is an active employee for 15 days or more in that month); and
     (ii) the resulting reduced number of Long-Term Performance Units shall be
     considered vested and payment made to the Participant of a lump sum payment
     as soon as practicable of such pro-rated Long-Term Performance Unit Award,
     calculated as if the target value or equivalent value for each Unit had, in
     fact, been achieved.

     9.3.  Performance Shares.

     (a) General Description.  At the discretion of the Committee, grants of
Performance Share Awards may be made to Participants.

     (b) Requirements for Covered Employees.  For any Covered Employees and to
the extent the Committee intends to comply with the requirements for
performance-based Awards described generally under Code Section 162(m), the
Committee must certify, prior to payment of any such amounts, that any
applicable

                                        16
<PAGE>

Performance Goals and/or other requirements have been satisfied, and that such
amounts paid are consistent with the limits provided under Section 5.2(b).

     (c) Payment of Performance Share Awards.  Performance Share Awards shall be
payable in Common Stock. Unless the Committee shall otherwise determine at or
subsequent to the date of grant:

          (i) Due to Death.  In the event a Participant's employment terminates
     by reason of death during the applicable Performance Cycle, the
     Participant's estate or beneficiaries will receive a lump sum payment as
     soon as practicable of such Performance Share Award, calculated as if the
     target number of Performance Shares had, in fact, been earned.

          (ii) Due to Disability.  In the event a Participant's employment
     terminates by reason of Disability during the applicable Performance Cycle,
     the Participant (or the Participant's estate or beneficiaries, if the
     Participant subsequently dies) will receive a lump sum payment as soon as
     practicable of such Performance Share Award, calculated as if the target
     number of Performance Shares had, in fact, been earned.

          (iii) Due to Approved Retirement.  In the event a Participant's
     employment terminates by reason of Approved Retirement during the
     applicable Performance Cycle, the Participant (or the Participant's estate
     or beneficiaries, if the Participant subsequently dies) shall receive a
     payment calculated in the following manner: (i) the number of Performance
     Shares granted will be reduced by multiplying the grant by a fraction, the
     numerator of which is the number of full months in the Performance Cycle
     during which the Participant was an active employee and the denominator of
     which is the number of months in the Performance Cycle (with a partial
     month worked shall be counted as a full month if the Participant is an
     active employee for 15 days or more in that month); and (ii) the resulting
     reduced number of Performance Shares shall be considered vested and payment
     made to the Participant in a lump sum as soon as practicable after the
     completion of the respective Performance Cycle and the final number of
     Performance Shares has been determined.

          (iv) Due to Cause.  In the event a Participant's employment is
     terminated by the Company or any Subsidiary for Cause, any outstanding
     Performance Share Awards shall be cancelled and the Committee may,
     consistent with Section 4.5 of the Plan, require that such Participant
     disgorge any profit, gain or other benefit received in respect of the
     payment of any prior Performance Share Awards received within a period of
     twelve (12) months prior to the Participant's termination of employment for
     Cause. For purposes of this Section 9.3(c)(iv), in the event a
     Participant's employment is terminated by the Company or any Subsidiary for
     Cause, the provisions of this Section 9.3(c)(iv) will apply notwithstanding
     any assertion (by the Participant or otherwise) of a termination of
     employment for any other reason enumerated under this Section.

          (v) Due to Resignation.  Unless otherwise determined by the Committee,
     in the event a Participant's employment ends as a result of such
     Participant's resignation from the Company or any Subsidiary, any
     Performance Share Awards credited to such Participant shall be forfeited
     upon the Participant's termination of employment.

          (vi) Due to Any Other Reason.  In the event a Participant's employment
     is terminated by the Company or an Subsidiary for any other reason during
     the applicable Performance Cycle, the Participant (or the Participant's
     estate or beneficiaries, if the Participant subsequently dies) shall
     receive a payment calculated in the following manner: (i) the number of
     Performance Shares granted will be reduced by multiplying the grant by a
     fraction, the numerator of which is the number of full months in the
     Performance Cycle during which the Participant was an active employee and
     the denominator of which is the number of months in the Performance Cycle
     (with a partial month worked shall be counted as a full month if the

                                        17
<PAGE>

     Participant is an active employee for 15 days or more in that month); and
     (ii) the resulting reduced number of Performance Shares shall be considered
     vested and payment made to the Participant of a lump sum payment as soon as
     practicable of such pro-rated Performance Share Award, calculated as if the
     target number of Performance Shares had, in fact, been earned.

                                   ARTICLE X

                               CHANGE OF CONTROL

     10.1.  Accelerated Vesting and Payment of Awards.  Subject to the
provisions of Section 10.3, in the event of a Change of Control each Option and
SAR then outstanding shall be fully exercisable regardless of the exercise
schedule otherwise applicable to such Option and/or SAR, and the Restricted
Period shall lapse as to each share of Restricted Stock and each Restricted Unit
then outstanding. In connection with such a Change of Control, the Committee
may, in its discretion, provide that each Option, SAR, Restricted Stock and/or
Restricted Unit shall, upon the occurrence of such Change of Control, be
cancelled in exchange for a payment per share/unit (the "Settlement Payment") in
an amount based on the Change of Control Price. Such Settlement Payment shall be
in the form of cash.

     10.2.  Long-Term Performance Unit Awards and Performance Share
Awards.  Subject to the provisions of Section 10.3, in the event of a Change of
Control, (a) any outstanding Long-Term Performance Unit Awards or Performance
Share Awards relating to Performance Cycles ending prior to the Change of
Control which have been earned but not paid shall become immediately payable,
(b) all then-in-progress Performance Cycles for Long-Term Performance Unit
Awards or Performance Share Awards that are outstanding shall end, and all
Participants shall be deemed to have earned an award equal to the Participant's
target award opportunity for the Performance Cycle in question, and (c) the
Company shall pay all such Long-Term Performance Unit Awards and Performance
Share Awards as a Settlement Payment within thirty (30) days of such Change of
Control, based on the Change of Control Price. Such Settlement Payment shall be
in cash.

     10.3.  Alternative Awards.  Notwithstanding Section 10.1 or 10.2, no
cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Option, SAR, Restricted Stock,
Restricted Unit, Long-Term Performance Unit and/or Performance Share if the
Committee reasonably determines in good faith prior to the occurrence of a
Change of Control that such Option, SAR, Restricted Stock, Restricted Unit,
Long-Term Performance Unit and/or Performance Share shall be honored or assumed,
or new rights substituted therefore (such honored, assumed or substituted award
hereinafter called an "Alternative Award"), by a Participant's employer (or the
parent or an affiliate of such employer) immediately following the Change of
Control; provided that any such Alternative Award must:

          (a) be based on stock that is traded on an established securities
     market;

          (b) provide such Participant with rights and entitlements
     substantially equivalent to or better than the rights, terms and conditions
     applicable under such Option, SAR, Restricted Stock, Restricted Unit,
     Long-Term Performance Unit and/or Performance Share, including, but not
     limited to, an identical or better exercise or vesting schedules;

          (c) (have substantially equivalent value to such Option, SAR,
     Restricted Stock, Restricted Unit, Long-Term Performance Unit and/or
     Performance Share (determined at the time of the Change in Control); and

          (d) have terms and conditions which provide that in the event that the
     Participant's employment is involuntarily terminated for any reason other
     than for Cause, all of such Participant's Options, SARs,

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     Restricted Stock, Restricted Units, Long-Term Performance Units and/or
     Performance Shares shall be deemed immediately and fully exercisable and/or
     all restrictions shall lapse, and shall be settled for a payment per each
     share of stock subject to the Alternative Award in cash, in immediately
     transferable, publicly traded securities, or in a combination thereof, in
     an amount equal to (i) the Fair Market Value of such stock on the date of
     the Participant's termination (with respect to any Restricted Stock, and/or
     Restricted Units), (ii) the excess of the Fair Market Value of such stock
     on the date of the Participant's termination over the corresponding
     exercise or base price per share, if any (with respect to any Option and/or
     SARs), or (iii) the Participant's target award opportunity for the
     Performance Cycle in question (with respect to any Long-Term Performance
     Units or Performance Shares).

                                   ARTICLE XI

                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

     11.1.  General.  The Board may, at any time and from time to time amend,
modify, suspend, or terminate this Plan, in whole or in part, without notice to
or the consent of any participant or employee; provided, however, that any
amendment which would (i) increase the number of shares available for issuance
under the Plan, (ii) lower the minimum exercise price at which an Option (or the
base price at which a SAR) may be granted or (iii) change the individual Award
limits shall be subject to the approval of the Company's shareholders. No
amendment, modification or termination of the Plan shall in any manner adversely
affect any Award theretofore granted under the Plan, without the consent of the
Participant, provided, however, that

          (a) any change pursuant to, and in accordance with the requirements
     of, Article X;

          (b) any acceleration of payments of amounts accrued under the Plan by
     operation of the Plan's terms or by action of the Committee in the case of
     death or disability not otherwise covered by the terms of the Plan; or

          (c) any decision by the Committee to limit participation (or other
     features of the Plan) prospectively under the Plan shall not be deemed to
     violate this provision.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

     12.1.  Transferability of Awards.  No Awards granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution; provided that the
Committee may, in the Award agreement or otherwise, permit transfers of
Nonstatutory Stock Options with or without tandem SARs, freestanding SARs,
Restricted Stock and Restricted Units to Family Members (including, without
limitation, transfers effected by a domestic relations order).

     12.2.  Treatment of Any Outstanding Rights or Features Upon Participant's
Death.  Any Awards, rights or features remaining unexercised or unpaid at the
Participant's death shall be paid to, or exercised by, the Participant's estate
except where otherwise provided by law, or when done in accordance with other
methods (including a beneficiary designation process) put in place by the
Committee or a duly appointed designee from time to time. Except as otherwise
provided herein, nothing in this Plan is intended or may be construed to give
any person other than Participants any options, rights or remedies under this
Plan.

     12.3.  Deferral of Payment.  The Committee may, in the Award agreement or
otherwise, permit a Participant to elect, upon such terms and conditions as the
Committee may establish, to defer receipt of shares of Common Stock that would
otherwise be issued upon exercise or vesting of an Award. Notwithstanding
anything

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<PAGE>

else contained herein to the contrary, deferrals shall not be permitted
hereunder in a way that will result in the Company or any Subsidiary being
required to recognize a financial accounting charge due to such deferral that is
substantially greater than the charge, if any, that was associated with the
underlying Award.

     12.4.  Awards in Substitution for Awards Granted By Other
Companies.  Awards may be granted under the Plan from time to time as
replacements for awards (including, but not limited to, options, common stock,
restricted stock, performance shares or performance units) held by employees of
other companies who become Employees of the Company or of any Subsidiary as a
result of a merger or consolidation of the employing company with the Company,
or such Subsidiary, or the acquisition by the Company or a Subsidiary of all or
a portion of the assets of the employing company. Shares issued in connection
with such substitute Awards shall not reduce the number of shares of Common
Stock issuable under Section 5.1 of the Plan.

     12.5.  No Guarantee of Employment or Participation.  The existence of the
Plan shall not be deemed to constitute a contract of employment between the
Company or any affiliate and any Eligible Individual or Participant, nor shall
it constitute a right to remain in the employ of the Company or any affiliate.
The terms or existence of this Plan, as in effect at any time or from time to
time, or any Award granted under the Plan, shall not interfere with or limit in
any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary or any other
affiliate of the Company. Each employee of the Company or any Subsidiary remains
at will. Except to the extent expressly selected by the Committee to be a
Participant, no person (whether or not an Eligible Individual or a Participant)
shall at any time have a right to be selected for (or additional) participation
in the Plan, despite having previously participated in an incentive or bonus
plan of the Company or an affiliate.

     12.6.  Tax Withholding.  The Company, Subsidiary or an affiliate shall have
the right and power to deduct from all payments or distributions hereunder, or
require a Participant to remit to the Company promptly upon notification of the
amount due, an amount (which may include shares of Common Stock) to satisfy any
federal, state, local or foreign taxes or other obligations required by law to
be withheld with respect thereto with respect to any Award. The Company may
defer payments of cash or issuance or delivery of Common Stock until such
withholding requirements are satisfied. The Committee may, in its discretion,
permit a Participant to elect, subject to such conditions as the Committee shall
impose, (i) to have shares of Common Stock otherwise issuable under the Plan
withheld by the Company or (ii) to deliver to the Company previously acquired
shares of Common Stock (through actual tender or attestation), in either case
for the greatest number of whole shares having a Fair Market Value on the date
immediately preceding the date of exercise not in excess of the amount required
to satisfy the withholding tax obligations.

     12.7.  No Limitation on Compensation; Scope of Liabilities.  Nothing in the
Plan shall be construed to limit the right of the Company to establish other
plans if and to the extent permitted by applicable law. The liability of the
Company, Subsidiary or any affiliate under this Plan is limited to the
obligations expressly set forth in the Plan, and no term or provision of this
Plan may be construed to impose any further or additional duties, obligations,
or costs on the Company or any affiliate thereof or the Committee not expressly
set forth un the Plan.

     12.8.  Requirements of Law.  The granting of Awards and the issuance of
shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     12.9.  Term of Plan.  The Plan shall be effective upon the Effective Date.
The Plan shall terminate on the earlier of (a) the termination of the Plan
pursuant to Article XI, or (b) when no more shares are available for issuance of
Awards under the Plan.

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<PAGE>

     12.10.  Governing Law.  The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the Commonwealth of
Puerto Rico, without regard to principles of conflict of laws.

     12.11.  Securities Law Compliance.  Instruments evidencing Awards may
contain such other provisions, not inconsistent with the Plan, as the Committee
deems advisable, including a requirement that the Participant represent to the
Company in writing, when an Award is granted or when he receives shares with
respect to such Award (or at such other time as the Committee deems appropriate)
that he is accepting such Award, or receiving or acquiring such shares (unless
they are then covered by a Securities Act of 1933 registration statement), for
his own account for investment only and with no present intention to transfer,
sell or otherwise dispose of such shares except such disposition by a legal
representative as shall be required by will or the laws of any jurisdiction in
winding up the estate of the Participant. Such shares shall be transferable, or
may be sold or otherwise disposed of only if the proposed transfer, sale or
other disposition shall be permissible pursuant to the Plan and if, in the
opinion of counsel satisfactory to the Company, such transfer, sale or other
disposition at such time will be in compliance with applicable securities laws.

     12.12.  No Impact On Benefits.  Except as may otherwise be specifically
provided for under any employee benefit plan, policy or program provision to the
contrary, Awards shall not be treated as compensation for purposes of
calculating an Eligible Individual's right under any such plan, policy or
program.

     12.13.  No Constraint on Corporate Action.  Except as provided in Article
XI, nothing contained in this Plan shall be construed to prevent the Company, or
any affiliate, from taking any corporate action (including, but not limited to,
the Company's right or power to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets) which is deemed by it to be appropriate, or in its best
interest, whether or not such action would have an adverse effect on this Plan,
or any Awards made under this Plan. No employee, beneficiary, or other person,
shall have any claim against the Company, any Subsidiary, or any of its
affiliates, as a result of any such action.

     12.14.  Captions.  The headings and captions appearing herein are inserted
only as a matter of convenience. They do not define, limit, construe, or
describe the scope or intent of the provisions of the Plan.

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