<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
BANPONCE CORPORATION
(Exact name of registrant as specified in its charter)
Puerto Rico 66-0416582
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
(Address of principal executive offices) (Zip code)
BANCO POPULAR DE PUERTO RICO
EMPLOYEES' STOCK PLAN
(Full title of the plan)
David H. Chafey, Jr.
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
(Name and address of agent for service)
(809) 765-9800
(Telephone number, including area code, of agent for service)
Copies to:
Donald J. Toumey
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of each Amount Maximum Proposed Amount of
Class of Securities to be Offering Price Maximum Aggregate Registration
to be Registered(1) Registered Per Share(2) Offering Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, par value $6 per
share . . . . . . . . . . . . . 80,000 Shares $ 31.25 $ 2,500,000 $ 862.08
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount
of interests to be offered and sold pursuant to the Banco Popular de
Puerto Rico Employees' Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h) based
upon the average of the high and low price of the Common Stock on the
NASDAQ National Market System on March 28, 1995, namely $31.25.
<PAGE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents containing
the information specified by Part I of Form S-8 will be sent or given to
employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by BanPonce Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(2) The descriptions of the Company's Common Stock set forth
in the Company's Registration Statement on Form 8-A, filed August 18,
1988, and any amendment or report filed for the purpose of updating
any such description.
All documents filed by the Company and the Banco Popular de Puerto
Rico Employees' Stock Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF CAPITAL STOCK
Not applicable. The Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Validity of Common Stock
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
<PAGE>
<PAGE> 3
Article ELEVENTH of the Restated Certificate of Incorporation of the
Corporation provides the following:
(1) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the written request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(2) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or is
or was serving at the written request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty
to the Corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper.
(3) To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in paragraph 1
or 2 of this Article ELEVENTH, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in
connection therewith.
(4) Any indemnification under paragraph 1 or 2 of this Article
ELEVENTH (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth therein. Such determination shall be made (a) by
the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(b) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
<PAGE>
<PAGE> 4
(5) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as
authorized in this Article ELEVENTH.
(6) The indemnification provided by this Article ELEVENTH
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any statute, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(7) By action of its Board of Directors, notwithstanding any
interest of the directors in the action, the Corporation may purchase
and maintain insurance, in such amounts as the Board of Directors
deems appropriate, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving
at the written request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power
or would be required to indemnify him against such liability under
the provisions of this Article ELEVENTH or of the General Corporation
Law of the Commonwealth of Puerto Rico or of any other State of the
United States or foreign country as may be applicable.
Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
following:
Every corporation created under the provisions of this subtitle
shall have the power to --
* * * (10) indemnify any and all of its directors or officers or
former directors or officers or any person who may have served at its
request as a director or officer of another corporation in which it
owns shares of capital stock or of which it is a creditor against
expenses actually and necessarily incurred by them in connection with
the defense of any action, suit or proceeding in which they, or any
of them, are made parties, or a party, by reason of being or having
been directors or officers or a director or officer of the
corporation, or of such other corporation, except in relation to
matters as to which any such director or officer or former director
or officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled, under any by-law, agreement, vote of stockholders or
otherwise.
In addition, the Company maintains a directors' and officers'
liability insurance policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
<PAGE> 5
Item 8. EXHIBITS
The registrant hereby undertakes to submit the Banco Popular de
Puerto Rico Employees' Stock Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner for a determination that
such plan is qualified under Section 401 of the Internal Revenue Code of
1986 and to make all changes required by the IRS in order to qualify the
plan.
Exhibit
Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 4(a) to the
registrant's Registration Statement on Form S-3 (No. 33-
54299) filed with the Securities and Exchange Commission
on June 24, 1994.
4.2 By-laws of the Company, incorporated by reference to
Exhibit 4.2 to the registrant's Registration Statement on
Form S-3 (No. 33-39028) filed with the Securities and
Exchange Commission on February 14, 1991.
4.3 Specimen of Certificate of the registrant's Common Stock,
par value $6 per share, incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990.
4.4 Form of Banco Popular de Puerto Rico Employees' Stock
Plan.
23 Consent of Independent Auditors.
24 Powers of Attorney (included on pages 7 through 9).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
<PAGE>
<PAGE> 6
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Juan,
Commonwealth of Puerto Rico, on this 31st day of March, 1995.
BANPONCE CORPORATION
(Registrant)
By /s/ DAVID H. CHAFEY, JR.
Name: David H. Chafey, Jr.
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard L. Carrion, David H. Chafey,
Jr. and Ernesto N. Mayoral, Esq., and each of them individually, his true
and lawful attorneys-in-fact and agents, with full power and in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file such amendments or
supplements, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue thereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <S> <S>
/s/ RICHARD L. CARRION Chairman of the Board, President
Richard L. Carrion and Chief Executive Officer March 31, 1995
/s/ ALFONSO F. BALLESTER Vice Chairman of the Board March 31, 1995
Alfonso F. Ballester
/s/ ANTONIO LUIS FERRE Vice Chairman of the Board March 31, 1995
Antonio Luis Ferre
/s/ JUAN J. BERMUDEZ Director March 31, 1995
Juan J. Bermudez
<PAGE>
<PAGE> 8
Signature Title Date
/s/ FRANCISCO J. CARRERAS Director March 31, 1995
Francisco J. Carreras
Director
Waldemar Del Valle
/s/ LUIS E. DUBON Director March 31, 1995
Luis E. Dubon, Jr.
/s/ HECTOR R. GONZALEZ Director March 31, 1995
Hector R. Gonzalez
/s/ JORGE A JUNQUERA Director March 31, 1995
Jorge A. Junquera
/s/ FRANKLIN A. MATHIAS Director March 31, 1995
Franklin A. Mathias
/s/ MANUEL MORALES, JR. Director March 31, 1995
Manuel Morales, Jr.
Director
Alberto M. Paracchini
/s/ FRANCISCO PEREZ, JR. Director March 31, 1995
Francisco Perez, Jr.
Director
Francisco M. Rexach, Jr.
/s/ FELIX J. SERRALES, JR. Director March 31, 1995
Felix J. Serralles, Jr.
/s/ EMILIO JOSE VENEGAS Director March 31, 1995
Emilio Jose Venegas
/s/ JULIO E. VIZCARRONDO, JR. Director March 31, 1995
Julio E. Vizcarrondo, Jr.
/s/ DAVID H. CHAFEY, JR. Executive Vice President March 31, 1995
David H. Chafey, Jr. (Principal Financial Officer)
/s/ AMILCAR JORDAN Controller March 31, 1995
Amilcar Jordan (Principal Accounting Officer)
</TABLE>
<PAGE>
<PAGE> 9
The Plan. Pursuant to the requirements of the Securities Act of
1933, the persons who administer the employee benefit plan have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto
Rico, on this 31st day of March, 1995.
BANCO POPULAR DE PUERTO RICO
EMPLOYEES' STOCK PLAN
By: Maria Isabel Burckhart
Member of the Administrative Committee
<PAGE>
<PAGE> 10
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 4(a) to the registrant's
Registration Statement on Form S-3 (No. 33-54299) filed with
the Securities and Exchange Commission on June 24, 1994.
4.2 By-laws of the Company, incorporated by reference to
Exhibit 4.2 to the registrant's Registration Statement on Form
S-3 (No. 33-39028) filed with the Securities and Exchange
Commission on February 14, 1991.
4.3 Specimen of Certificate of the registrant's Common Stock, par
value $6 per share, incorporated by reference to Exhibit 4.1 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.
4.4 Form of Banco Popular de Puerto Rico Employees' Stock Plan.
23 Consent of Independent Auditors.
24 Powers of Attorney (included on pages 7 through 9).
<PAGE> TITLE PAGE
EXHIBIT 4.4
BANCO POPULAR DE PUERTO RICO
EMPLOYEES' STOCK PLAN
<PAGE>
<PAGE> 1
BANCO POPULAR DE PUERTO RICO
EMPLOYEES' STOCK PLAN
Table of Contents
Page
Article I DEFINITIONS I-1
Article II PARTICIPATION II-1
Article III EMPLOYEE CONTRIBUTIONS III-1
Article IV EMPLOYER CONTRIBUTIONS IV-1
Article V LIMITATIONS ON CONTRIBUTIONS V-1
Article VI INVESTMENT OF CONTRIBUTIONS
AND VALUATIONS VI-1
Article VII DISTRIBUTIONS VII-1
Article VIII PLAN ADMINISTRATION VIII-1
Article IX CLAIMS PROCEDURE IX-1
Article X AMENDMENT OR TERMINATION OF THE PLAN OR
DISCONTINUANCE OF CONTRIBUTIONS X-1
Article XI TOP HEAVY PROVISIONS XI-1
Article XII MISCELLANEOUS PROVISIONS XII-1
<PAGE>
<PAGE> 1
BANCO POPULAR DE PUERTO RICO
EMPLOYEES' STOCK PLAN
Banco Popular de Puerto Rico (the "Employer") adopted the Banco Popular de
Puerto Rico Employees' Stock Plan, hereinafter set forth, effective as of
April 1, 1995. The purpose of the Plan is to provide retirement benefits
to eligible Employees and their beneficiaries all as set forth herein.
The Plan established hereunder is intended to qualify as a profit sharing
plan which meets the requirements for qualification and tax-exemption under
Sections 401(a), 401(k), and 401(m) of the Internal Revenue Code of 1986,
as now in effect or hereafter amended, or any other applicable provisions
of law including, without limitation, the Employee Retirement Income
Security Act of 1974, as now in effect or hereafter amended.
<PAGE>
<PAGE> I-1
Article I
DEFINITIONS
Where the following words and phrases appear in the Plan, they shall have
the respective meanings as set forth below, unless the context in which
they are used clearly indicates a different meaning.
1.01 Account
The Account established and maintained on behalf of a Participant
including, as applicable, a Participant's "Elective Deferral Contribution
Account", "Voluntary Contribution Account", "Employer Contribution Account"
and "Rollover Account".
1.02 Administrative Committee
The persons appointed by the Employer to administer the Plan in accordance
with the provisions of Article VIII. The Administrative Committee shall
serve as the Plan Administrator.
1.03 Affiliated Company
The Employer and any corporation which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Internal Revenue Code)
which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Section 414(c)
of the Internal Revenue Code)
<PAGE>
<PAGE> I-2
with the Employer; any organization (whether or not incorporated) which is
a member of an affiliated service group (as defined in Section 414(m) of
the Internal Revenue Code) which includes the Employer; and any other
entity required to be aggregated with the Employer pursuant to regulations
under Section 414(o) of the Internal Revenue Code.
1.04 Anniversary Date
The Effective Date and each December 31 thereafter.
1.05 BanPonce Corporation
BanPonce Corporation, a Puerto Rico corporation.
1.07 Beneficiary
The person or persons designated to receive benefits payable under the Plan
in the event of a Participant's death. Such designation may be changed at
any time by the Participant. A Participant may also name one or more
contingent Beneficiaries to receive any benefits payable in the event of
his death with no surviving primary Beneficiary. In the absence of any
designation, or if no designated person is living when a benefit is
payable, Beneficiary shall mean the following person or persons, in the
following order:
(a) The Participant's spouse,
(b) The Participant's issue in equal shares per stirpes,
<PAGE>
<PAGE> I-3
(c) The Participant's mother,
(d) The Participant's father,
(e) The Participant's sisters and brothers in equal shares,
(f) The Participant's estate.
Notwithstanding the preceding, the election by a married Participant of a
Beneficiary other than his spouse shall not be deemed to be effective, and
the Participant's spouse shall automatically be deemed to be the
Participant's sole Beneficiary, unless the Participant's spouse agrees to
such non-spousal designation in writing and such spousal consent is
witnessed by a member of the Administrative Committee or a notary public.
1.07 Board of Governors
The Board of Governors of the Federal Reserve System.
1.08 Code
The Internal Revenue Code of 1986, as now in effect or as hereafter
amended. All citations to Sections of the Code are to such sections as
they may from time to time be amended or renumbered.
<PAGE>
<PAGE> I-4
1.09 Compensation
The basic salary or wages paid to a person while he is an Employee of the
Employer and a Participant of the Plan, including the amount of Elective
Deferral Contributions made on the Participant's behalf for such Plan Year,
but excluding overtime pay, bonuses, severance pay, incentive or profit
sharing distributions, payments for life insurance or employee benefit
plans, and other forms of special compensation. The annual Compensation of
each Participant taken into account under the Plan for any Plan Year shall
not exceed $150,000. This limitation shall be adjusted by the Secretary at
the same time and in the same manner as under Section 415(d) of the Code.
In determining the Compensation of a Participant for purposes of the
$150,000 limitation, the rules of Section 414(q)(6) of the Code shall
apply, except in applying such rules, the term "family" shall include only
the spouse of the Participant and any lineal descendants of the Participant
who have not attained age 19 before the close of the year. If, as a result
of the application of such rules, the adjusted $150,000 limitation is
exceeded, then the limitation shall be prorated among the affected
individuals in proportion to each such individual's compensation as
determined under this Section 1.07 prior to the application of this
limitation of such other method as determined by the Administrative
Committee.
1.10 Counterpart Plan
The Banco Popular de Puerto Rico Employees' Stock Plan (Puerto Rico)
adopted contemporaneously herewith.
<PAGE>
<PAGE> I-5
1.11 Effective Date
April 1, 1995.
1.12 Elective Deferral Contribution
The Election by a Participant to have part of the amount that otherwise
would have been paid to him as Compensation deferred and contributed to his
Account in accordance with Section 3.01.
1.13 Elective Deferral Contribution Account
That portion of a Participant's Account under the Plan established for a
Participant to which Elective Deferral Contributions are made pursuant to
Section 3.01.
1.14 Elective Deferral Agreement
The agreement entered into by the Participant and the Employer whereby the
Employer defers a portion of such Participant's Compensation and
contributes an amount equal to such deferred portion of his Compensation to
his Elective Deferral Contribution Account.
1.15 Employee
Any person who is employed by the Employer on a monthly salaried basis, or
who is on an authorized leave of absence in accordance with Subsection
1.17(c) and who was employed on a monthly salaried basis immediately
preceding such leave. Any person
<PAGE>
<PAGE> I-6
who is represented by a collective bargaining agent shall not be considered
an Employee for purposes of the Plan.
1.16 Employer
Banco Popular de Puerto Rico, or any Affiliated Company of BanPonce
Corporation which has expressly adopted the Plan in accordance with
adoption procedures established by BanPonce Corporation, in its sole
discretion.
1.17 Employer Contribution Account
That portion of a Participant's Account under the Plan established for a
Participant to which Employer Basic Contributions or Employer Matching
Contributions are made pursuant to Sections 4.01 and 4.03, respectively.
1.18 Employment Commencement Date
For all purposes of the Plan, the date on which a person employed by the
Employer first performs an Hour of Service.
1.19 Highly Compensated Employee
An employee who during the relevant period is a highly compensated employee
as defined in Code Section 414(q).
<PAGE>
<PAGE> I-7
1.20 Hour of Service
(a) Each hour for which a person is directly or indirectly
compensated by the Employer or an Affiliated Company for
the performance of duties, including each such hour
during which a person was represented by a collective
bargaining agent.
(b) Each hour for which a person is directly or indirectly
compensated by the Employer or an Affiliated Company on
account of a period of time during which no duties are
performed or for which back pay has been received by the
person (irrespective of whether mitigating damages have
been awarded or agreed to by the Employer or the
Affiliated Company) due to:
(i) vacation or holiday,
(ii) illness or incapacity,
(iii) layoff,
(iv) jury duty,
(v) military duty,
(vi) leave of absence,
provided that no more than 501 such hours shall be
recognized on account of a single continuous period
during which no duties are performed and further provided
that:
<PAGE>
<PAGE> I-8
(i) such payment is not made or due under a plan
maintained solely for purposes of complying with
applicable workers'compensation, unemployment
compensation, or disability insurance laws, and
(ii) such payment does not solely represent
reimbursement for medical or medically-related
expenses, and further provided that hours shall not
be recognized with respect to periods during which
payments are received from the Banco Popular de
Puerto Rico Long Term Disability Plan or this Plan.
(c) Each hour for which a person would normally be scheduled
to work for the Employer or an Affiliated Company during
an authorized leave of absence, but only if he returns to
work within the time fixed by the Employer or Affiliated
Company. Such leaves of absence shall be granted under
rules uniformly applied to all persons.
With respect to Subsections (a) and (c) above, hours shall be recognized
when the duties are performed, or would normally have been performed. With
respect to Subsection (b) above, hours shall be recognized when payment is
made or becomes due, or in the case of back pay, in the period to which the
award or payment pertains. The provisions of this Section 1.17 shall be
applied in accordance with the provisions
<PAGE>
<PAGE> I-9
of Federal Regulations Sections 2530.220b-2(b) and (c) as promulgated by
the United States Department of Labor.
1.21 Investment Fund
The investment fund established for the investment of Plan assets pursuant
to Section 6.02.
1.22 Maternity or Paternity Leave
An Employee's absence from work for the Employer (a) by reason of the
pregnancy of such Employee; (b) by reason of the birth of a child of such
Employee; (c) by reason of the placement of a child with the Employee in
connection with the adoption of such child by such Employee; or (d) for
purposes of caring for a child of such Employee immediately following the
birth of the child or the placement of the child with such Employee.
1.23 New York Fed
The Federal Reserve Bank of New York.
1.24 Normal Retirement Date
The date on which a Participant attains age 65.
<PAGE>
<PAGE> I-10
1.25 Participant
An Employee eligible to participate in the Plan who has satisfied the
requirements of Section 2.01 (an Active Participant), or a former Employee
receiving or eligible to receive a benefit (an Inactive Participant).
1.26 Period of Severance
The period, measured in full years and months (as defined in Section 1.35),
between a Participant's Severance from Service Date and a subsequent
Reemployment Commencement Date.
Leaves of absence formally approved by the Employer shall not constitute a
Period of Severance but shall be considered as Years of Service in
determining service for vesting and eligibility provided the Participant
returns to employment of the Employer immediately following such leave of
absence.
1.27 Plan
The retirement plan set forth herein and as amended hereafter, which is
known as the:
"Banco Popular de Puerto Rico Employees' Stock Plan".
<PAGE>
<PAGE> I-11
1.28 Plan Year
The period from the Effective Date to the end of the calendar year
containing the Effective Date shall be a short Plan Year. Thereafter, the
Plan Year shall be the calendar year.
1.29 Reemployment Commencement Date
The date on which a person formerly employed by the Employer first performs
an Hour of Service after a Period of Severance.
1.30 Retirement
The date on which a Participant incurs a Severance from Service Date after
attaining his (i) Normal Retirement Date or (ii) his Early Retirement Date
as defined under the Banco Popular de Puerto Rico Retirement Plan.
1.31 Severance from Service Date
The later of the following:
(a) The date of a person's resignation from the employ of the
Employer, discharge, retirement, or death.
(b) The day following a period of one full year during which
a person previously employed by the Employer does not
complete an Hour of Service for any reason other than his
resignation, discharge, retirement, or death. These
reasons shall include,
<PAGE>
<PAGE> I-12
but shall not be limited to, vacation, holiday, sickness,
disability, leave of absence, or layoff.
For all purposes of the Plan, a person's employment with the Employer or an
Affiliated Company shall be deemed to have terminated as of a Severance
from Service Date.
1.32 Total and Permanent Disability
A physical condition of a Participant which results in benefit payments
under the Banco Popular de Puerto Rico Long Term Disability Plan.
1.33 Trust Agreement
The legally-binding agreement between the Employer and the Trustee. Any
term defined in the Trust Agreement shall have the same meaning as therein
ascribed when used herein, unless the context clearly implies a different
meaning.
1.34 Trustee
The trustee named in the Trust Agreement, or its successor, if any.
1.35 Trust Fund
The fund created by the Employer to receive Plan contributions, together
with earnings thereon.
<PAGE>
<PAGE> I-13
1.36 Valuation Date
The last day of each calendar month during the Plan Year.
1.37 Voluntary Contribution
The contribution made to a Participant's Account pursuant to Section 3.02.
1.38 Voluntary Contribution Account
The Account under the Plan established for a Participant pursuant to
Section 3.02.
1.39 Years of Service
The period measured in full years and months (as defined below) beginning
on a person's Employment Commencement Date and ending on his last Severance
from Service Date, but excluding the following:
(a) any intervening Period of Severance provided that the
person's Reemployment Commencement Date followed a period
of at least one full year during which he completed no
Hours of Service.
(b) any Years of Service preceding a Period of Severance of
at least five full years provided:
(i) the person was not entitled to any vested benefit
attributable to Employer Basic or Employer Matching
Contributions at the time of such Severance, and
<PAGE>
<PAGE> I-14
(ii) the length of the Period of Severance exceeded his
Years of Service determined as of the Severance
from Service Date, and
(iii) the Participant had not incurred a Total and
Permanent Disability, which disability continued
throughout the Period of Severance.
In the event of an Employee's absence from the employ of the Employer for a
period:
(i) that commences on or after the Effective Date;
(ii) for which the Employee is not paid or entitled to
payment by the Employer;
(iii) that constitutes Maternity or Paternity Leave; and
(iv) that exceeds one year;
then, solely for purposes of determining the length of a Period of
Severance for purposes of this Section 1.35, the period of such absence
commencing on the date of the commencement of such absence and ending on
the second anniversary of the commencement of such absence (or, if earlier,
on the last day of such absence) shall not be considered a Period of
Severance.
Notwithstanding any provision in the Plan to the contrary, the preceding
paragraph shall not apply unless the Employee furnishes to the
Administrative Committee such information as may reasonably be required in
order to establish (i) that the
<PAGE>
<PAGE> I-15
Employee's absence is one described in Section 1.19 and (ii) the number of
days during such absence.
For all purposes of this Section 1.35, a period beginning on any given day
of a month and ending on the day preceding the corresponding day of the
following month shall constitute a full month. Twelve such full months
shall constitute a full year.
In addition, while a Participant is on leave for military service, his
Years of Service will be frozen, and such Participant shall be classified
as terminated. Such Participant will receive credit for purposes of
determining his Years of Service for his actual period of military service
if (i) he returns to work for the Employer within 90 days of his discharge
from military service and his period of military absence involves no
voluntary reenlistment, or (ii) he dies in the course of his military
service which involves no voluntary reenlistment.
<PAGE>
<PAGE> II-1
Article II
PARTICIPATION
2.01 Requirements for Participation
(a) Subject to the provisions of subsections (b) and (c)
below, each Employee as of the Effective Date and each
person who becomes an Employee subsequent to that date
who performs services for the Employer primarily outside
of the Commonwealth of Puerto Rico, shall become a
Participant as of the first day of the month coincident
with or next following the completion of one Year of
Service with the Employer.
(b) If an Inactive or former Participant again becomes an
Employee who performs services for the Employer primarily
outside of the Commonwealth of Puerto Rico, he shall
immediately be eligible to participate in the Plan.
(c) Employees who are Leased Employees as determined in
accordance with Section 12.09 shall not be eligible to
participate in the Plan.
An Employee who is eligible to participate in the Plan in accordance with
(a) above shall complete and file the appropriate forms with the
Administrative Committee. Such forms shall include, as applicable, an
Elective Deferral Agreement, a payroll
<PAGE>
<PAGE> II-2
deduction authorization, a Beneficiary designation and an agreement to be
bound by all the terms and conditions of the Plan.
2.02 Cessation of Participation
An Employee's participation in the Plan shall cease upon the complete
distribution of his Account under the Plan.
In the event a Participant is no longer a member of an eligible class of
Employees and becomes ineligible to participate but has not incurred a
Period of Severance, such Employee will participate immediately upon
returning to an eligible class of Employees.
In the event an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee will
participate immediately if such Employee has satisfied the service
requirements and would have otherwise previously become a Participant.
2.03 Establishment of Accounts
(a) The Administrative Committee shall establish and maintain
or cause to be established and maintained in respect of
each Participant, an Account showing his interest under
the Plan and in the Trust Fund with respect to Elective
Deferral
<PAGE>
<PAGE> II-3
Contributions, Voluntary Contributions, Employer
Contributions, if any credited to his Account, and all
other relevant data pertaining thereto. Each Participant
shall be furnished with a written statement of his
Account and the value of each such separate interest not
less frequently than annually and upon any distribution
to him. In maintaining the Accounts under the Plan or
causing them to be maintained, the Administrative
Committee may conclusively rely on the valuations of the
Trust Fund in accordance with the Plan and the terms of
the Trust.
(b) The establishment and maintenance of, or allocations and
credits to, the Account of any Participant shall not vest
in any Participant any right, title or interest in and to
any Plan assets or benefits except at the time or times
and upon the terms and conditions and to the extent
expressly set forth in the Plan and in accordance with
the terms of the Trust.
<PAGE>
<PAGE> III-1
Article III
EMPLOYEE CONTRIBUTIONS
3.01 Participant's Elective Deferral Contribution
(a) On or after the Effective Date, each Participant may,
pursuant to this Section 3.01 and the overall limitations
of Article V, elect to defer between 0% to 10% of his
Compensation each year. Such deferrals may be made in
percent of pay increments or as a fixed dollar amount.
However, no Participant shall be permitted to have
Elective Deferral Contributions made under this Plan, or
any other qualified plan maintained by the Employer,
during any taxable year, in excess of the dollar
limitation contained in Section 402(g) of the Code in
effect at the beginning of such taxable year. Such
election shall generally be made before the Plan Year for
which the election is to be effective, but in no event
later than the time permitted under applicable rulings
and regulations. Such election shall be made in writing
pursuant to an Elective Deferral Agreement entered into
with the Employer. The Administrative Committee may
reduce (but not increase) the amount to be deferred by a
Participant(s) in order to satisfy the requirements for
cash and deferred profit sharing plans as set forth in
Section 401(k) of the
<PAGE>
<PAGE> III-2
Code and rulings and regulations thereunder, on a uniform
and non-discriminatory basis.
(b) A Participant's Elective Deferral Contribution Account
shall at all times, and in all events, be fully vested
and not subject to forfeiture for any reason whatsoever.
3.02 Voluntary Contributions for Employees of the British Virgin
Islands
(a) Each eligible Employee who performs services for the
Employer primarily in the British Virgin Islands who is
prohibited under local tax law from making Elective
Deferral Contributions under the Plan may elect to make
Voluntary Contributions to the Plan in an amount between
0% to 10% of his Compensation each year pursuant to a
payroll deduction authorization. Such deduction may be
made in percent of pay increments or as a fixed dollar
amount. The Administrative Committee may reduce (but not
increase) the amount to be deducted by a Participant(s)
in order to satisfy the requirements for cash and
deferred profit sharing plans as set forth in Section
401(m) of the Code and rulings and regulations
thereunder, on a uniform and non-discriminatory basis.
(b) In any case in which an individual is a Participant in
two or more qualified plans maintained by the same
Employer the
<PAGE>
<PAGE> III-3
aggregate Voluntary Contributions to all plans may not
exceed 10% of his Compensation.
(c) A Participant's Voluntary Contribution Account shall at
all times be fully vested and not subject to forfeiture
for any reason whatsoever.
3.03 Changes to Elective Deferral and/or Voluntary Contributions
Subject to Article V, in accordance with procedures established by the
Administrative Committee, a Participant may increase or decrease his
Elective Deferral Contribution or Voluntary Contribution rate each April 1
or October 1 during the applicable Plan Year. In addition, a Participant
may suspend such contributions as of any payroll period during the Plan
Year.
3.04 Payment of Employee Contributions
All Elective Deferral Contributions and Voluntary Contributions made by or
on behalf of a Participant shall be delivered by the Employer to the
Trustee as soon as practicable, after the close of each calendar month, to
be commingled, managed, invested and reinvested with the other assets of
the Plan. Such contributions shall be credited to the Participant's
Account in accordance with Section 2.03.
<PAGE>
<PAGE> III-4
3.05 Participant's Rollover Account
A Participant may elect to transfer a Rollover Contribution to this Plan,
which amount shall be credited to the Participant's Rollover Account. At
Normal Retirement Date, or such other date when the Participant or his
Beneficiary are entitled to receive benefits from the Plan, the
Participant's Rollover Contribution Account will be used to provide
additional benefits to the Participant and will be distributed in
accordance with Article VII. A Participant's Rollover Account shall at all
times and in all events, be fully vested and not subject to forfeiture for
any reason.
For all purposes of this Plan, the term Rollover Contribution shall mean:
(a) An amount transferred to this Plan from another qualified
plan to the extent that such amount would otherwise be
taxable under the Code if received directly by the
Participant, and to the extent that such amounts are no
longer subject to the spousal consent requirements of
Section 417 of the Code.
(b) A lump sum distribution received by a Participant from
another qualified plan which is eligible for tax free
rollover treatment under the Code and which is
transferred by the Participant to this Plan within sixty
days following his receipt thereof.
Prior to accepting any Rollover Contributions, the Plan Administrator may
require the Participant to establish that amounts to be transferred to this
Plan meet the
<PAGE>
<PAGE> III-5
requirements of this Section 3.05 and may also require that the Participant
provide an opinion of counsel satisfactory to the Employer that the amounts
to be transferred meet the requirements of this Section 3.05 and will not
result in any adverse tax consequences for the Employer or jeopardize the
tax exempt status of the Plan.
Notwithstanding the preceding, if the Plan accepts a Rollover Contribution
and it is later determined that such amount does not in fact satisfy the
above requirements, such amounts shall be treated as after-tax
contributions. Such amounts, including investment earnings thereon, shall
then be immediately distributed to the Participant.
3.06 Employment Transfers
(a) A Participant in this Plan who transfers to perform
services for the Employer primarily within the
Commonwealth of Puerto Rico, shall cease to be a
Participant in this Plan and shall immediately be a
participant in the Banco Popular de Puerto Rico
Employees' Stock Plan (Puerto Rico) ["the Stock Plan"] as
of the effective date of such transfer. His Account
under this Plan shall be transferred to the Stock Plan as
soon as practicable after such transfer.
(b) A Participant in the Stock Plan who transfers to perform
services for the Employer primarily outside of the
Commonwealth of Puerto Rico, shall cease to be a
Participant in
<PAGE>
<PAGE> III-6
the Stock Plan and shall immediately become a Participant
in this Plan as of the effective date of such transfer.
His account balance under the Stock Plan shall be
transferred to this Plan as soon as practicable after
such transfer.
(c) The Stock Plan is intended to qualify as a profit sharing
plan which meets the requirements for qualification and
tax-exemption under Sections 165(a) and 165(e) of the
Puerto Rico Income Tax Act and whose trust fund is exempt
for tax under Section 501(a) pursuant to Section
1022(i)(1) of the Employee Retirement Income Security Act
of 1974.
<PAGE>
<PAGE> IV-1
Article IV
EMPLOYER CONTRIBUTIONS
4.01 Employer Basic Contributions
The Employer may contribute to the Plan from the profits of the Employer
for the Plan Year, as may be determined by the Employer in its sole
discretion, a Basic Contribution.
4.02 Allocation of Employer Basic Contributions
Basic Contributions made by or on behalf of an Employer for the Plan Year
shall be allocated to the Accounts of those Participants (i) who are
Employees on the last day of the Plan Year or on Maternity or Paternity
Leave as of the last day of the Plan Year or (ii) who retire on or after
their Retirement date, die or incur a Total and Permanent Disability during
such Plan Year, in the ratio which the Compensation of each such
Participant for such Plan Year bears to the total Compensation of all such
Participants for such Plan Year.
4.03 Employer Matching Contributions
The Employer shall contribute to the Plan on behalf of each Participant
employed by the Employer, as a Matching Contribution, an amount equal to
50% of each Participant's Elective Deferral Contributions or Voluntary
Contributions up to a maximum of 2% of such Participant's Compensation for
the Plan Year. In no event
<PAGE>
<PAGE> IV-2
shall such Matching Contribution exceed 1% of such Participant's
Compensation for the Plan Year.
4.04 Payment of Employer Contributions
a) The Employer shall make payment of its Basic
Contributions directly to the Trustee with respect to any
Plan Year on or before the last date prescribed by law
for the filing of its federal income tax return
(including any extension of time for such filing) for the
fiscal year which ends within or concurrently with the
Plan Year. In no event shall such Matching Contribution
exceed 1% of such Participant's Compensation for the Plan
Year.
b) The Employer shall make payment of its Matching
Contribution for each payroll period directly to the
Trustee as soon as practicable after the close of each
calendar month in which such payroll period ends.
4.05 Refunds of Employer Contributions
Once a contribution is made to the Plan by the Employer, it may not be
refunded to the Employer unless the contribution:
(a) Was made in error as a result of a mistake in fact;
<PAGE>
<PAGE> IV-3
(b) Was made conditional upon receipt of favorable ruling
from the U.S. Internal Revenue Service that the Plan
would qualify under Sections 401(a) and 501(a) of the
Internal Revenue Code and such ruling were not received;
or
(c) Was made conditional upon the contribution being allowed
as a deduction for United States Federal income tax
purposes and such deduction was disallowed.
A permissible refund under (a) must be made within one year from the date
the contribution was made to the Plan, and under (b) and (c) must be made
within one year from the date of disallowance of tax qualification or tax
deduction.
<PAGE>
<PAGE> V-1
Article V
LIMITATIONS ON CONTRIBUTIONS
5.01 Maximum Employer Contributions
In no event shall contributions made by an Employer in any Plan Year,
including for this purpose Elective Deferral Contributions, exceed the
amount deductible by the Employer for such year for federal income tax
purposes.
5.02 Maximum Employee Elective Deferral Contributions
Subject to Plan Sections 5.03 and 5.05, Elective Deferral Contributions
made on behalf of a Participant in any calendar year shall not exceed
$7,000 (adjusted for increases in the cost-of-living in accordance with
Code Section 402(g)). In the event that the aggregate amount of Elective
Deferral Contributions made on behalf of a Participant exceeds the
limitation in the previous sentence, the amount of such excess deferrals,
increased by any income and decreased by any losses attributable thereto,
shall be refunded to the Participant no later than April 15 of the calendar
year following the calendar year for which the Elective Deferral
Contributions were made. If a Participant also participates, in any
calendar year, in any other plans subject to the limitations set forth in
Code Section 402(g) and has made excess deferrals under this Plan when
combined with the other plans subject to such limits, to the extent the
Participant, in writing submitted to the Administrative Committee no later
than March 1 of the calendar year following the calendar year for which the
Elective Deferral Contributions were made, designates any Elective Deferral
Contributions
<PAGE>
<PAGE> V-2
under this Plan as excess deferrals, the amount of such designated excess
deferrals, increased by any income and decreased by any losses attributable
thereto, shall be refunded to the Participant no later than the April 15 of
the calendar year following the calendar year for which the Elective
Deferral Contributions were made.
5.03 Actual Deferral Percentage Tests
(a) Notwithstanding any other provision of the Plan to the
contrary, the Actual Deferral Percentage for the Plan
Year for Highly Compensated Employees who are eligible to
participate in the Plan pursuant to Section 2.01 shall
not exceed the greater of the following Actual Deferral
Percentage tests:
(i) The Actual Deferral Percentage for such Plan Year
of non-Highly Compensated Employees who are
eligible to participate in the Plan pursuant to
Plan Section 2.01 multiplied by 1.25; or
(ii) The Actual Deferral Percentage for the Plan Year of
non-Highly Compensated Employees who are eligible
to participate in the Plan pursuant to Section 2.01
multiplied by 2.0, provided that the Actual
Deferral Percentage for Highly Compensated
Employees does not exceed the Actual Deferral
Percentage for such other Employees by more than
2%.
<PAGE>
<PAGE> V-3
(b) The "Actual Deferral Percentage" for a Plan Year means,
for each specified group of Employees, the average of the
ratios (calculated separately for each Employee in such
group) of Elective Deferral Contributions credited to the
Account of each Participant for the Plan Year to the
amount of each Participant's compensation (as defined in
Code Section 414(s)) for such Plan Year. An Employee's
Actual Deferral Percentage shall be zero if no Elective
Deferral Contributions are made on his behalf for such
Plan Year.
(c) The Administrative Committee shall determine as of the
end of each Plan Year, and at such other time or times as
it shall decide in its discretion, whether one of the
Actual Deferral Percentage tests specified above is
satisfied for such Plan Year. This determination shall
be made after first determining the amount, if any, of
excess deferrals (within the meaning of Code Section
402(g)) as provided in Section 5.02.
In the event that neither of the Actual Deferral
Percentage tests is satisfied, the Administrative
Committee shall refund the excess contributions in the
manner described below. For purposes of this Plan
Section 5.03, "excess contributions" means, with respect
to any Plan Year and with respect to any
<PAGE>
<PAGE> V-4
Participant, the excess of the amount of Elective
Deferral Contributions and any earnings and losses
allocable thereto credited to the Accounts of Highly
Compensated Participants for such Plan Year, over the
maximum amount of Elective Deferral Contributions that
could be made on behalf of such Participants without
violating the requirements of (a) above. The amount of
each Highly Compensated Participant's excess
contributions shall be determined by reducing Elective
Deferral Contributions made on behalf of Highly
Compensated Participants in order of the Actual Deferral
Percentages beginning with the highest of such
percentages.
(d) If required under (c) above, the Administrative Committee
shall refund excess contributions for a Plan Year to the
Participant. The distribution of such excess
contributions shall be made to Highly Compensated
Participants to the extent practicable before the 15th
day of the third month immediately following the Plan
Year for which such excess contributions were made, but
in no event later than the end of the Plan Year following
such Plan Year. Any such distributions shall be made to
each Highly Compensated Participant on the basis of the
respective portions of such amounts attributable to each
such Highly Compensated Participant.
<PAGE>
<PAGE> V-5
(e) If, as a result of the above test, the amount of Elective
Deferral Contributions is reduced to less than 2% of the
Participant's Compensation for the Plan Year, then any
applicable Employer Matching Contribution shall be
forfeited.
5.04 Average Contribution Percentage Tests
(a) Notwithstanding any other provision of the Plan to the
contrary, the Average Contribution Percentage for the
Plan Year for Highly Compensated Employees who are
eligible to participate in the Plan pursuant to Section
2.01 shall not exceed the greater of the following
Average Contribution Percentage tests:
(i) the Average Contribution Percentage for such Plan
Year of non-Highly Compensated Employees who are
eligible to participate in the Plan pursuant to
Plan Section 2.01 multiplied by 1.25; or
(ii) the Average Contribution Percentage for the Plan
Year of non-Highly Compensated Employees who are
eligible to participate in the Plan pursuant to
Section 2.01 multiplied by 2.0, provided that the
Average Contribution Percentage for Highly
Compensated Employees does not exceed the Average
Contribution Percentage for such other Employees by
more than 2%.
<PAGE>
<PAGE> V-6
(b) The "Average Contribution Percentage" for a Plan Year
means, for each specified group of Employees, the average
of the ratios (calculated separately for each Employee in
such group) of
(i) Employer Matching Contributions and Voluntary
Contributions credited to the Participant's Account
for the Plan Year to
(ii) the amount of the Participant's compensation (as
defined in Code Section 414(s)) for the Plan Year.
An Employee's Average Contribution Percentage shall
be zero if no Voluntary Contributions or Employer
Matching Contributions are made on his behalf for
such Plan Year.
(c) The Administrative Committee shall determine as of the
end of each Plan Year, and at such other time or times as
it shall decide in its discretion, whether one of the
Average Contribution Percentage tests specified above is
satisfied for such Plan Year. This determination shall
be made after first determining the amount, if any, of
excess deferrals (within the meaning of Code sec. 402(g))
under Section 5.02 and then determining the amount, if
any, of excess contributions under Section 5.03. In the
event that neither of the Average Contribution Percentage
tests is satisfied, the Administrative
<PAGE>
<PAGE> V-7
Committee shall refund or forfeit the excess
contributions in the manner described below. For
purposes of this Section 5.04, "excess contributions"
means, with respect to any Plan Year and with respect to
any Participant, the excess of the aggregate amount of
Employer Matching Contributions and Voluntary
Contributions and any earnings and losses allocable
thereto credited to the Accounts of Highly Compensated
Participants for such Plan Year, over the maximum amount
of such contributions that could be made without
violating the requirements of (a) above. The amount of
each Highly Compensated Participant's excess
contributions shall be determined by reducing the Average
Contribution percentage of each Highly Compensated
Participant whose Average Contribution Percentage is in
excess of the percentage otherwise permitted under (a)
above to the maximum amount permitted thereunder.
(d) If the Administrative Committee is required to refund or
forfeit excess contributions for any Highly Compensated
Participant for a Plan Year in order to satisfy the
requirements of (a) above, then such refund or forfeiture
of such excess contributions shall be made with respect
to such Highly Compensated Participants to the extent
practicable before the 15th day of the third month
<PAGE>
<PAGE> V-8
immediately following the Plan Year for which such excess
contributions were made, but in no event later than the
end of the Plan Year immediately following such Plan Year
for which such excess contributions were made. For each
such Participant, amounts so refunded or forfeited shall
be made in the following order of priority:
(i) by distributing Voluntary Contributions (increased
by any earnings and decreased by any losses
allocable thereto) to such Participants, and
(ii) by forfeiting any applicable Employer Matching
Contributions and earnings thereon.
5.05 Annual Additions Limitations
(a) The provisions of this Section 5.05 shall govern
notwithstanding any other provision of the Plan.
(b) The maximum Annual Additions which may be credited for a
Plan Year to each Participant's Account shall not exceed
the lesser of
(i) 25% of his Compensation for the Plan Year or
(ii) $30,000, as adjusted from time to time in
accordance with Code Section 415(d). This
limitation shall be administered in compliance with
the requirements of
<PAGE>
<PAGE> V-9
Code Section 415, the provisions of which are
incorporated herein by reference.
For purposes of this Section 5.05, "Annual Addition"
means the total amount of Elective Deferral
Contributions, Employer Basic Contributions, Employer
Matching Contributions, and Voluntary Contributions (if
applicable) credited to a Participant's Account for the
Plan Year, "compensation" means compensation as defined
in Section 1.415-2(d) of the Regulations and the
"limitation year" means the Plan Year.
(c) If a Participant in the Plan also participates in any
defined benefit plan (as defined in Code Sections 414(j)
and 415(k)) maintained by the Employer or any Affiliate,
in the event that in any Plan Year the sum of the
Participant's defined benefit fraction (as defined in
Code Section 415(e) (2)) and the Participant's defined
contribution fraction (as defined in Code Section 415(e)
(3)) exceeds 1.0, the benefit under such defined benefit
plan or plans shall be reduced in accordance with the
provisions of that plan or plans, so that the sum of such
fractions with respect to the Participant will not exceed
1.0. If this reduction does not ensure that the
limitation of this Section 5.05 is not exceeded, than the
Annual Addition to any defined contribution plan
maintained by the Employer or any
<PAGE>
<PAGE> V-10
Affiliated Company, shall be reduced, beginning with this
Plan, but only to the extent necessary to ensure that
such limitation is not exceeded.
(d) If the Annual Addition to a Participant's Account under
this Plan exceeds the maximum permissible under Code
Section 415, calculated after the adjustments made in
accordance with Sections 5.02, 5.03, 5.04 and (c) above,
then the excess amount shall be disposed of, but only to
the extent necessary, by first returning Voluntary
Contributions and any earnings thereon credited to the
Participant's Account. In addition, in the case of a
reasonable error in estimating a Participant's
Compensation and in accordance with applicable Internal
Revenue Service rules, Elective Deferral Contributions
may also be refunded to Participants.
(e) If after the application of (d) above an excess amount
still exists, then
(i) if the Participant is an Active Participant at the
end of the Plan Year, the excess amount will be
used to reduce Employer Contributions for such
Participant in the next Plan Year, and each
succeeding Plan Year if necessary, or
<PAGE>
<PAGE> V-11
(ii) if the Participant is an Inactive Participant at
the end of the Plan Year, the excess amount will be
applied to reduce future Employer Contributions for
all remaining Participants in the next Plan Year,
and each succeeding Plan Year if necessary.
<PAGE>
<PAGE> VI-1
Article VI
INVESTMENT OF CONTRIBUTIONS AND VALUATION OF ACCOUNTS
6.01 Establishment of Trust Fund
The Employer shall appoint a Trustee who will establish a Trust Fund to
which all Employer contributions shall be made. The Trust Fund shall be
held, invested, reinvested, used and disbursed by the Trustee in accordance
with the provisions of the Plan and a Trust Agreement entered into between
the Employer and the Trustee.
The Employer may remove the Trustee only in the event of a breach by the
Trustee of its fiduciary duties. Any such removal shall be effected upon
the notice required by the Trust Agreement. The Employer then shall
designate a successor Trustee. The Trustee shall have the sole and
complete discretion with respect to the management and control of the Trust
Fund including the exclusive and sole authority to vote on any matter
involving the shares of Employer stock under the Plan except as provided
under Section 6.03. In addition, BanPonce Corporation shall not influence
the manner in which or the timing of any and all stock purchased by the
Trustee.
No person shall have any interest in, or right to, the Trust Fund or any
part thereof, except as expressly provided in the Plan or the Trust
Agreement. Any provisions of the Plan to the contrary notwithstanding, and
except for the payment of expenses, no part of the assets of the Trust Fund
shall, by reason of any modification, amendment,
<PAGE>
<PAGE> VI-2
termination, or otherwise, be used for or diverted to purposes other than
for the exclusive benefit of Participants and their Beneficiaries.
6.02 Operation of the Trust
All amounts of money, securities or other property received under the Plan
shall be delivered to the Trustee under the Trust, to be managed, invested,
reinvested and distributed for the exclusive benefit of the Participants
and their Beneficiaries in accordance with the Plan. Separate, commingled
funds for the investment of Plan assets held in the Trust shall be
established and maintained under the Trust. Except for the temporary
holding of amounts representing contributions and distributions, the
Investment Fund shall consist exclusively of shares of common stock of
BanPonce Corporation.
6.03 Voting of Stock
Any and all stock of BanPonce Corporation held in the Trust shall be voted
by the Trustee, in its sole discretion, except upon the occurrence of the
following:
(a) In the event that any bona fide tender, exchange or
similar offer to purchase all or any portion of the
outstanding stock of BanPonce Corporation is made by any
person, all shares of such stock held by the Trust Fund
shall be allocated among and credited to the Accounts of
Participants under the Plan based upon the ratio of each
Participant's Account balance to the total
<PAGE>
<PAGE> VI-3
of all such Account balances, determined as of the most
recent Valuation Date coincident with or preceding the
date of any relevant vote or tender. Such stock shall
remain allocated to the Accounts of the Participants
under the Plan subsequent to the pass-through of such
rights.
(b) In accordance with an event described in subsection (a),
the Trustee shall permit each Participant or, if
applicable, his Beneficiary to direct the Trustee as to
the voting of such stock allocated to their Accounts.
All allocated stock as to which such instructions have
been received in accordance with procedures established
by the Trustee (which may include an instruction to
abstain) shall be voted in accordance with such
instructions.
6.04 Valuation
(a) As of each Valuation Date, the Trust Fund shall be valued
at its fair market value pursuant to the terms of the
Trust to reflect the effect of income received and
accrued, realized and unrealized profits and losses, and
all other transactions of the preceding period. Such
valuation shall be conclusive and binding upon all
persons having an interest in the Trust Fund.
(b) All contributions made on behalf of, or allocated to, a
Participant shall be credited to his Account. As of any
<PAGE>
<PAGE> VI-4
Valuation Date, the value of a Participant's Account
shall be the value of such Account as of the immediately
preceding Valuation Date adjusted to reflect changes in
the value of the Trust Fund allocable thereto in
accordance with (a) above plus the amount of
contributions, if any, credited thereto and less any
distributions made therefrom since the immediately
preceding Valuation Date.
6.05 Accounting Procedures
The Administrative Committee shall have complete discretion to establish
and utilize an accounting system to account for the interest of each
Participant. To the extent permitted by the Code and regulations, the
Administrative Committee may change the accounting system from time to
time.
6.06 Payment of Expenses
All expenses which arise in connection with the administration of the Plan
and the Trust Agreement including, but not limited to, the compensation of
the Trustee and of any recordkeeper, accountant, counsel, or other person
appointed by the Administrative Committee, the Employer, or the Trustee
shall be paid out of the Trust Fund, unless paid by the Employer.
<PAGE>
<PAGE> VI-5
6.07 Additional Restrictions
(a) The Plan shall not without the Board's prior written
approval, alone or in conjunction with the Counterpart Plan, acquire 25
percent or more of any class of the voting securities of any bank or bank
holding company, or otherwise acquire, alone or in conjunction with the
Counterpart Plan, control of any bank or bank holding company.
(b) The Plan will notify the New York Fed of the terms of any
nonvoting equity investment in any bank or bank holding company if the non-
voting equity investment would cause the Plan, when aggregated with the
holdings of the Counterpart Plan, BanPonce Corporation and all of BanPonce
Corporation's subsidiaries, to own more than 5 percent of the total equity
of such bank or bank holding company.
(c) The Plan will not make any investments that could not be
made by a bank holding company under the Bank Holding Company Act of 1956,
as amended, and the Plan will provide notification to the New York Fed
prior to acquiring voting securities, when aggregated with the holdings of
the Counterpart Plan, constituting more than 5 percent of the voting
securities of any company (as defined in the Board of Governors'
Regulation Y, 12 CFR Part 225) other than the Employer or BanPonce
Corporation.
(d) The Plan will not incur any debt without the prior written
approval of the New York Fed, other than short-term debt incurred for the
purpose of
<PAGE>
<PAGE> VI-6
terminating an Employee's Account, provided that such short-term debt shall
not be outstanding for a period in excess of 180 days.
<PAGE>
<PAGE> VII-1
Article VII
DISTRIBUTIONS
7.01 Distributions on Retirement or Disability
Each Participant who terminates employment on account of his Retirement or
Total and Permanent Disability shall have a nonforfeitable right to receive
a distribution of his entire Account. Distribution shall be made in
accordance with Sections 7.05 and 7.06.
7.02 Distributions on Death
Upon an Active Participant's death, his Beneficiary shall have a
nonforfeitable right to receive a distribution of the Participant's entire
Account. Upon the death of an Inactive Participant, his Beneficiary shall
have a nonforfeitable right to receive the portion of his Account which was
vested in accordance with Section 7.03. Distribution shall be made in
accordance with Sections 7.05 and 7.06.
7.03 Distribution Upon Termination of Employment
Any Participant who terminates employment for any reason other than
Retirement, Total and Permanent Disability or death, shall be entitled to
receive 100% of his Elective Deferral Contribution Account and Rollover
Account and the vested portion of the remainder of his Account as of the
Valuation Date immediately following his termination of employment based on
the following schedule:
<PAGE>
<PAGE> VII-2
Period of Service Nonforfeitable Interest
Less than 3 years 0%
3 but less than 4 years 20%
4 but less than 5 years 40%
5 but less than 6 years 60%
6 but less than 7 years 80%
7 or more years 100%
Distribution shall be made in accordance with Sections 7.05 and 7.06.
Upon the sale or closure of any operating unit of the Employer, the Account
of each Participant who at the time of such sale or closure was an employee
of such operating unit shall become 100% vested.
Upon the termination of employment of a Participant who is not otherwise
100% vested in his Account, the Administrative Committee shall reflect any
prior distributions in determining the Participant's current vested
interest in his Account in order to avoid duplication of payments.
7.04 Forfeitures
That portion of a Participant's Account which shall not be vested at the
date of his termination of employment shall be forfeited. Forfeitures
shall be used to reduce the Employer's contribution to the Plan. In the
event such Participant is later reemployed
<PAGE>
<PAGE> VII-3
by the Employer prior to incurring a Period of Severance of five years, the
current value of such forfeited amounts shall be restored to the
Participant's Account.
7.05 Forms of Payment
Subject to the provisions of Section 7.06, payment of a Participant's
vested Account shall be made in a lump sum. Payment shall be made either
in cash or, if elected by the Participant, shares of stock of BanPonce
Corporation, or both.
7.06 Time of Payment
Benefits payable to a Participant (or Beneficiary) under this Article VII
shall be paid or commence as soon as practicable after:
(a) The date of his death, Retirement, Total and Permanent
Disability or other termination of employment based on
the value of his vested Account determined as of the
Valuation Date coincident with or next following such
date, or
(b) If such date occurs prior to his Normal Retirement Date,
any Valuation Date coincident with or preceding his
Normal Retirement Date, based on the value of his vested
Account as of such Valuation Date.
<PAGE>
<PAGE> VII-4
The Participant (or Beneficiary) shall provide to the Administrative
Committee a written election at least 30 days preceding any applicable
Valuation Date, indicating the date benefits are to be paid or commence and
the Form of Payment elected.
7.07 Limitation on Distributions
(a) Notwithstanding any other provision of the Plan, unless
otherwise provided by law, any benefit payable to a
Participant shall commence no later than the April 1st of
the calendar year following the calendar year in which
such Participant attains age 70 1/2. Such benefit shall
be paid, in accordance with the Regulations, over a
period not extending beyond the life expectancy of such
Participant or the joint life expectancies of such
Participant and his Beneficiary.
(b) If distribution of a Participant's benefit has commenced
prior to a Participant's death, and such Participant dies
before his entire benefit is distributed to him,
distribution of the remaining portion of the
Participant's benefit to the Participant's Beneficiary
shall be made at least as rapidly as under the method of
distribution in effect as of the date of the
Participant's death.
(c) If a Participant dies before distribution of his benefit
has commenced, distributions to any Beneficiary shall be
made on
<PAGE>
<PAGE> VII-5
or before the December 31st of the calendar year which
contains the 5th anniversary of the date of such
Participant's death; provided, however, at the
Beneficiary's irrevocable election, duly filed with the
Administrative Committee before the applicable
commencement date set forth in the following sentence,
any distribution to a Beneficiary may be made over a
period not extending beyond the life expectancy of the
Beneficiary. Such distribution shall commence not later
than the December 31 of the calendar year immediately
following the calendar year in which the Participant died
or, in the event such Beneficiary is the Participant's
surviving spouse, on or before the December 31st of the
calendar year in which such Participant would have
attained age 70 1/2, if later (or, in either case, on any
later date prescribed by the regulations). If such
Participant's surviving spouse dies after such
Participant's death but before distributions to such
surviving spouse commence, this Subsection (c) shall be
applied to require payment of any further benefits as if
such surviving spouse were the Participant.
(d) Pursuant to the Regulations, any benefit paid to a child
shall be treated as if paid to a Participant's surviving
spouse if such amount will become payable to such
surviving spouse on the
<PAGE>
<PAGE> VII-6
child's attaining majority, or other designated event
permitted by the Regulations.
(e) Notwithstanding the foregoing, unless the Participant
elects otherwise, distribution shall commence no later
than the 60th day after the latest of the last day of the
Plan Year in which the Participant
(i) attains his Normal Retirement Date,
(ii) attains his 10th anniversary of Plan participation
or
(iii) terminates his employment.
7.08 Cash Outs
Notwithstanding any other provision of the Plan, to the extent required by
the Code and the regulations, if the value of a Participant's vested
Account at the time he terminates employment is $3,500 or less, such amount
will be distributed to him immediately in one lump sum payment; provided,
however, that no such lump sum payment shall be made after distribution has
commenced without the Participant's written consent. If the value of the
Participant's vested Account exceeds $3,500, no distribution shall be made
to such Participant prior to the date he attains age 65 without his written
consent. In the absence of receipt of such consent by the Administration
Committee, distribution to such Participant shall be made in a lump sum as
of the Valuation Date coincident with or next following his Normal
Retirement
<PAGE>
<PAGE> VII-7
Date. Payments shall be made in either cash or, if elected by the
Participant, shares of stock of BanPonce Corporation, or both.
7.09. Direct Rollovers
Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Participant's election under this Section 7.09, a
Participant may elect, at the time and in the manner prescribed by the
Administrative Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
Participant in a direct rollover.
(a) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of
the balance to the credit of the Participant, except that
an eligible rollover distribution does not include: any
distribution that is one of a series of substantially
equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
Participant or the joint lives (or joint life
expectancies) of the Participant and the Participant's
designated Beneficiary, or for a specified period of ten
years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the
Code; and the portion of any distribution that is not
includible in gross income (determined without regard to
the exclusion for net unrealized appreciation with
respect to employer securities).
<PAGE>
<PAGE> VII-8
(b) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, and annuity plan
described in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code, that
accepts the Participant's eligible rollover distribution.
However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is
an individual retirement account or individual retirement
annuity.
(c) A distributee includes an employee or former employee.
In addition, the employee's or former employee's
surviving spouse and the employee's or former employee's
spouse or former spouse who is the alternate payee under
a qualified domestic relations order, as defined in
section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.
(d) Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the
distributee.
<PAGE>
<PAGE> VIII-1
Article VIII
PLAN ADMINISTRATION
8.01 Appointment of an Administrative Committee
The Employer shall appoint an Administrative Committee to serve as Plan
Administrator. The Administrative Committee shall consist of five or more
persons and shall serve at the pleasure of, and may be removed at any time
by, the Employer. The Employer shall designate one of such persons to
serve as Chairman. Participants may be members of the Administrative
Committee. No member of the Administrative Committee shall receive
compensation for his services as such.
8.02 Operation of the Administrative Committee
A majority of the members of the Administrative Committee at the time in
office shall constitute a quorum for the transaction of business. All
resolutions or other action taken by the Administrative Committee shall be
by vote of a majority of its members present at any meeting, or without a
meeting, by instrument in writing signed by all its members.
The Chairman of the Administrative Committee shall appoint a Secretary who
may but need not be a member of the Administrative Committee. The
Administrative Committee may delegate any of its powers or duties among its
members or to others as it shall determine. It may authorize one or more
of its members to execute or
<PAGE>
<PAGE> VIII-2
deliver any instrument or to make any payment in its behalf. It may employ
such counsel, agents, clerical, accounting and actuarial services as it may
require in carrying out the provisions of the Plan, and to the extent
permitted by law it shall be entitled to rely upon all tables, valuations,
certificates, opinions, or other reports furnished by such persons.
8.03 Powers and Duties of the Administrative Committee
The Administrative Committee shall have all powers necessary to administer
the Plan except to the extent any such powers are vested in any other
fiduciary by the Plan or by the Administrative Committee. The
Administrative Committee may from time to time establish rules for the
administration of the Plan, and it shall have the exclusive right to
interpret the Plan and to decide any matters arising in connection with the
administration and operation of the Plan. The Administrative Committee's
rules, interpretations and decisions shall be applied in a uniform manner
to all Employees similarly situated and shall be conclusive and binding on
the Employer and on Participants and Beneficiaries to the extent permitted
by law.
The Administrative Committee shall compute and certify to the Trustees the
amount of retirement benefits payable under the provisions of the Plan to
any Participant terminating his employment with a retirement benefit or to
any Beneficiary.
<PAGE>
<PAGE> VIII-3
8.04 Delegation of Responsibility
Each fiduciary shall discharge his duties with respect to the Plan solely
in the interest of the Participants and Beneficiaries, for the exclusive
purpose of providing benefits to such persons and defraying reasonable
expenses of administering the Plan, while using 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 with like aims.
The members of the Administrative Committee and any person to whom the
Administrative Committee may delegate any of its powers under the Plan may
employ persons to render advice with regard to any responsibility he has
under the Plan. No fiduciary shall be liable for any act or omission of
another person in carrying out any fiduciary responsibility where such
fiduciary responsibility is allocated to such other person by or pursuant
to the Plan, except to the extent required by Section 405 of the Employee
Retirement Income Security Act of 1974.
8.05 Indemnification of the Administrative Committee
The Employer may indemnify each member of the Administrative Committee
against all liabilities and expenses, including attorneys' fees, reasonably
incurred by him in connection with any legal action to which he may be a
party, or any threatened legal action to which he might have become a
party, by reason of his membership on the Administrative Committee, except
with regard to any matters as to which he shall be
<PAGE>
<PAGE> VIII-4
adjudged to be liable for willful misconduct in the performance of his
duties as such a member.
<PAGE>
<PAGE> IX-1
Article IX
CLAIMS PROCEDURE
9.01 Notification of Benefit Eligibility
The Administrative Committee shall notify Participants of the retirement
benefits to which they are entitled as soon as is practical following each
Participant's termination of employment. Filing of a claim shall not be
required for benefit commencement.
9.02 Initial Review of Claims
If a Participant or Beneficiary has reason to believe that he is entitled
to retirement benefits from the Plan in excess of those about which he is
notified in accordance with Section 9.01, he may file a claim in writing
with the Administrative Committee.
If the Administrative Committee denies the claim, the claimant shall be
notified in writing of the denial within 30 days after the Administrative
Committee's receipt of the claim. The notice shall (a) set forth the
specific reason or reasons for the denial, making reference to the
pertinent provisions of the Plan on which the denial is based, (b) describe
any additional material or information that should be received before the
claim request may be acted upon favorably, and explain why such material or
information, if any, is needed and (c) inform the person making the claim
of his right to request a review of the decision by the Administrative
Committee.
<PAGE>
<PAGE> IX-2
9.03 Review of Claim Denial
Any person who believes that he has submitted all available and relevant
information may request a review of the denial of his claim by the
Administrative Committee by submitting a written request for review within
60 days after the date on which such denial is received. This period may
be extended by the Administrative Committee for good cause shown. The
person making the request for review may examine pertinent Plan documents.
The request for review may discuss any issues relevant to the claim.
The Administrative Committee shall decide whether or not to grant the claim
within 30 days after receipt of the request for review, but this period may
be extended for up to an additional 90 days in special circumstances. The
Administrative Committee's decision shall be in writing, shall include
specific reasons for the decision, and shall refer to the pertinent
provisions of the Plan on which the decision is based.
<PAGE>
<PAGE> X-1
Article X
AMENDMENT OR TERMINATION OF THE PLAN OR
DISCONTINUANCE OF CONTRIBUTIONS
10.01 Right to Amend or Terminate the Plan
The Employer may amend the Plan, retroactively or otherwise, at any time.
No such amendment may have the effect of vesting in the Employer any part
of the Trust Fund, or of diverting any part of the Trust Fund to purposes
other than for the exclusive benefit of Participants and Beneficiaries,
until all liabilities with respect to such persons have been satisfied or
provided for. No amendment shall deprive any Participant or Beneficiary of
any retirement benefit therefore vested in him.
The continuance of the Plan and the payment of contributions under the Plan
are entirely voluntary and are not assumed as contractual obligations of
the Employer. The Employer reserves the right to terminate the Plan in
whole or in part or to discontinue contributions thereunder.
10.02 Result of Termination
(a) Upon termination of the Plan as to any Employer, such
Employer shall not make any further contributions under
the Plan and no amount shall thereafter be payable under
the Plan to or in respect of any Participants then
employed by such
<PAGE>
<PAGE> X-2
Employer except as provided in this Article X. To the
maximum extent permitted by ERISA, the rights of
Participants no longer employed by such Employer and of
former Participants and their Beneficiaries under the
Plan shall be unaffected by such termination and any
transfers, distributions or other dispositions of the
assets of the Plan as provided in this Article X shall
constitute a complete discharge of all liabilities under
the Plan with respect to such Employer's participation in
the Plan and any Participant then employed by such
Employer.
(b) The interest of each such Participant in service with
such Employer as of the termination date in his Account
after payment of or provision for expenses and charges
and appropriate adjustment of the Accounts of all such
Participants for expenses, charges, forfeitures and
profits and losses shall be nonforfeitable as of the
termination date, and upon receipt by the Administrative
Committee of IRS approval of such termination, the full
current value of such amount shall be paid from the Trust
Fund in the manner described in Article VII or
transferred to a successor employee benefit plan which is
qualified under Code Section 401(a); provided, however,
that in the event of any transfer of assets to a
successor employee benefit plan the provisions of
Section 12.04 will apply.
<PAGE>
<PAGE> X-3
(c) All determinations, approvals and notifications referred
to above shall be in form and substance and from a source
satisfactory to counsel for the Plan. To the maximum
extent permitted by ERISA, the termination of the Plan as
to any Employer shall not in any way affect any other
Employer's participation in the Plan.
<PAGE>
<PAGE> XI-1
Article XI
TOP HEAVY PROVISIONS
11.01 Top Heavy and Super Top Heavy Defined
For purposes of this Article XI, Top Heavy shall mean that as of the
Determination Date the aggregate Account balances of all Key Employees
(including any amounts distributed to Key Employees during the five Plan
Years ending on the Determination Date) exceeds 60% of the aggregate of the
Account balances of all Participants as of such Determination Date. Super
Top Heavy shall mean that as of the Determination Date, the aggregate
Account balances of all Key Employees (including any amounts distributed to
Key Employees during the five Plan Years ending on the Determination Date)
exceeds 90% of the aggregate of the Account balances of all Participants as
of such Determination Date. Participants who are former Key Employees
shall be excluded from all such determinations under this Section 11.01.
If any individual has not performed services for the Employer or any
Affiliated Company at any time during the five year period ending on the
Determination Date, any Account Balance of such individual shall be
disregarded.
For purposes of this Section 11.01, Determination Date shall be defined as
the last day of the Plan Year preceding the Plan Year for which the Top
Heavy determination is made. For purposes of this Section 11.01, Account
balance may also include benefits accrued under any other United States tax
qualified retirement plan
<PAGE>
<PAGE> XI-2
maintained by the Employer or any Affiliated Company which must or may be
aggregated (as required pursuant to Sections 11.02 and 11.03) for purposes
of this Section 11.01 as required under the provisions of Section 416 of
the Code and the regulations thereunder.
11.02 Required Aggregation Group
For purposes of this Article XI, a Required Aggregation Group shall consist
of (a) this Plan; (b) the Banco Popular de Puerto Rico Retirement Plan; (c)
the Banco Popular de Puerto Rico Profit Sharing Plan; (d) any other
qualified plans maintained by the Employer that cover Key Employees; and
(e) any other qualified plans that are required to be aggregated for
purposes of satisfying the requirements of Sections 401(a)(4) and 410(b) of
the Code.
11.03 Permissible Aggregation Group
For purposes of this Article XI, a Permissible Aggregation Group shall
consist of (a) the Required Aggregation Group and (b) any other qualified
plans maintained by the Employer; provided however, that the Permissible
Aggregation Group must satisfy the requirements of Sections 401(a)(4) and
410(b) of the Code.
<PAGE>
<PAGE> XI-3
11.04 Key Employee Defined
For purposes of this Article XI, Key Employee shall be defined as in
Section 416(i)(1) of the Code and the regulations thereunder. All other
Participants shall be referred to as Non-Key Employees.
11.05 Employer Contributions
For each Plan Year that the Plan is a Top Heavy Plan, the Employer's
contribution (including contributions attributable to salary reduction or
similar arrangements) allocable to the Account of each Non-Key Employee who
has satisfied the eligibility requirements of Plan Section 2.01, whether or
not a Participant in the Plan, and who is in service at the end of the Plan
Year shall not be less than the lesser of (i) 3% of such Employee's
compensation (as defined in Code Section 414(s)), or (ii) the percentage at
which contributions for such Plan Year are made and allocated on behalf of
the Key Employee for whom such percentage is the highest. For the purpose
of determining the appropriate percentage under clause (ii), all defined
contribution plans required to be included in an Aggregation Group shall be
treated as one plan. Clause (ii) shall not be applicable if the Plan is
required to be included in an Aggregation Group which enables a defined
benefit plan also required to be included in said Aggregation Group to
satisfy Code Sections 401(a)(4) or 410.
<PAGE>
<PAGE> XI-4
11.06 Effect on Vesting Percentages
If the Plan should ever be Top Heavy, the provisions of Section 7.03 shall
be modified to provide that each Participant shall be entitled to a vested
percentage in his Account determined in accordance with the following
schedule:
Full Years Vested
of Service Percentage
Less than 2 years 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
11.07 Effect on Application of Maximum Benefit Limitations
For each Plan Year in which the Plan is Top Heavy, the provisions of
Section 5.05 shall be modified with respect to the operation of Code
Section 415(e) by substituting "1.0" for "1.25" wherever the latter appears
in that Section of the Code.
The provisions of the preceding paragraph shall not apply if the
requirements below are satisfied:
(a) Section 11.05 is applied by substituting 4% for 3%
wherever the latter appears.
(b) To the extent required by Section 416 of the Code and the
regulations, any defined benefit plan of the Employer or
an
<PAGE>
<PAGE> XI-5
Affiliated Company meets the requirements of Section
416(c)(1)(B) of the Code (relating to minimum benefit
accruals) after such Section is modified by substituting
"3%" for "2%" and by increasing "20%" by "1%" for each
Plan Year (not to exceed 10) that the Plan was required
to be taken into account under Section 11.05.
(c) The Plan is not Super Top Heavy.
<PAGE>
<PAGE> XII-1
Article XII
MISCELLANEOUS PROVISIONS
12.01 Contract of Employment
The Plan shall not be deemed to constitute a contract between any Employee
and the Employer or to be a consideration or an inducement to any Employee
for his employment by the Employer. Nothing contained in the Plan shall be
deemed to give any Employee the right to be retained in the employ of the
Employer or to interfere with the right of the Employer to discharge or to
terminate the employment of an Employee at any time without regard to the
effect of such action on his rights under the Plan. No Participant or
Beneficiary shall have any rights against the Employer for benefits payable
under the Plan other than rights, if any, which he may have with respect to
the Trust Fund.
12.02 Furnishing of Information
Unless otherwise expressly provided in the Plan, all benefits to which any
Participant may be entitled shall be determined in accordance with the
provisions of the Plan as in effect on such Participant's Severance from
Service Date. In order to receive any benefits under the Plan, a
Participant must furnish the Administrative Committee with such information
as may reasonably be required for purposes of the proper administration of
the Plan.
<PAGE>
<PAGE> XII-2
12.03 Assignment or Alienation of Benefits
Any benefit payable under the Plan shall not be subject in any manner to
assignment, alienation, anticipation, sale, transfer, pledge, encumbrance,
lien or charge, and any attempt to cause any such benefit to be so
subjected shall not be recognized except to such extent as may be required
by law.
12.04 Merger of Plans
In the event of any merger or consolidation of the Plan with, or transfer
of assets or liabilities of the Plan to, any other qualified plan, each
Participant shall (if such other plan then terminates) be entitled to
receive a benefit immediately after any such merger, consolidation or
transfer which is equal to or greater than the benefit to which he would
have been entitled immediately before such merger, consolidation or
transfer (if the Plan had then terminated).
12.05 Substitute Payee
If a Participant or Beneficiary entitled to receive any retirement benefits
from the Plan is in his minority, or is, in the judgment of the
Administrative Committee, legally, physically or mentally incapable of
personally receiving and receipting for any distribution, the
Administrative Committee may make distributions to his legally appointed
guardian, or to such other person, persons or institutions as it may judge
to be then maintaining or to have custody of the payee.
<PAGE>
<PAGE> XII-3
12.06 Domestic Relations Order
For purposes of this Article XII, a Domestic Relations Order shall refer to
a judgment, decree or order (including the approval of a property
settlement) that is made pursuant to a state domestic relations or
community property law, and which relates to the provisions of child
support, alimony payments, or marital property rights to a spouse, child or
other dependent of a Participant.
12.07 Qualified Domestic Relations Order
For purposes of this Article XII, a Qualified Domestic Relations Order
shall refer to a Domestic Relations Order that (a) clearly specifies (i)
the name and last known mailing address of the Participant and of each
person given rights under such Domestic Relations Order, (ii) the amount or
percentages of the Participant's benefits under this Plan to be paid to
each person covered by such Domestic Relations Order, (iii) the number of
payments or the period to which such Domestic Relations Order applies, and
(iv) the name of this Plan; and (b) does not require the payment of a
benefit in a form or amount that is (i) not otherwise provided for under
the Plan, or (ii) inconsistent with a previous Qualified Domestic Relations
Order.
12.08 Procedures Involving Domestic Relations Orders
Notwithstanding the provisions of Section 12.03 to the contrary, upon
receiving a Domestic Relations Order, the Administrative Committee shall
segregate in a separate account or in an escrow account the amounts payable
to any person pursuant to such
<PAGE>
<PAGE> XII-4
Domestic Relations Order, pending a determination whether such Domestic
Relations Order constitutes a Qualified Domestic Relations Order, and shall
give notice of the receipt of the Domestic Relations Order to the
Participant and each other person affected thereby.
If, within 18 months after receipt of such Domestic Relations Order, it is
determined by the Administrative Committee, by a court of competent
jurisdiction, or otherwise, that such Domestic Relations Order constitutes
a Qualified Domestic Relations Order, the Administrative Committee shall
direct the Trustee to segregate the amounts (plus any interest thereon) on
account of the person (or persons) entitled thereto under the Qualified
Domestic Relations Order. Such individual shall, thereafter, be considered
a terminated vested Participant under the Plan. If it is determined that
the Domestic Relations Order is not a Qualified Domestic Relations Order or
if no determination is made within the prescribed 18-month period, the
segregated amounts shall be desegregated as though the Domestic Relations
Order had not been received, and any later determination that such Domestic
Relations Order constitutes a Qualified Domestic Relations Order shall be
applied only with respect to benefits on the date of such determination.
The Administrative Committee shall be authorized to establish such
reasonable administrative procedures as is deemed necessary or appropriate
to administer this
<PAGE>
<PAGE> XII-5
Section 12.08. This Section 12.08 shall be construed and administered so
as to comply with the requirements of Section 401(a)(13) of the Code.
12.09 Leased Employees
(a) Subject to Subsection 12.09(b), a Leased Employee shall
be treated as an Employee for all purposes of the Plan.
For purposes of this Section 12.09, a Leased Employee
shall refer to any person (i) who would not, but for the
application of this Section 12.09, be an Employee and
(ii) who pursuant to an agreement between the Employer
and any other person (a Leasing Organization) has
performed for the Employer (or for the Employer and
related persons determined in accordance with Section
414(n)(6) of the Code), on a substantially full-time
basis for a period of at least one year, services of a
type historically performed by employees in the business
field of the Employer.
(b) For purposes of the Plan:
(i) contributions or benefits provided to the Leased
Employee by the Leasing Organization which are
attributable to services performed for the Employer
shall be treated as provided by the Employer; and
(ii) Subsection 12.09(a) shall not apply to a Leased
Employee if such Leased Employee is covered by a
<PAGE>
<PAGE> XII-6
money purchase pension plan providing (A) a non-
integrated contribution rate of at least 7-1/2% of
the Leased Employee's compensation; (B) immediate
participation; and (C) full and immediate vesting.
12.10 Gender and Number
The masculine pronoun, whenever used herein, shall include the feminine
pronoun, and the singular number shall include the plural number, unless
the context of the Plan clearly indicates otherwise.
12.11 Governing Law
The Plan shall be governed and construed in accordance with ERISA and the
laws of the State of New York.
<PAGE>
<PAGE> SIGNATURE PAGE
IN WITNESS WHEREOF, the Employer has caused this Plan to be executed this
_____ day of ____________ , 1995.
By: _______________________________
Title: ____________________________
By: _______________________________
Title: ____________________________
By: _______________________________
Title: ____________________________
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
March 31, 1995
To the Board of Directors
BanPonce Corporation
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 27, 1995,
which appears on page F-32 of the Financial Data of BanPonce Corporation's
Form 10-K for the year ended December 31, 1994.
/s/ PRICE WATERHOUSE
Price Waterhouse
San Juan, Puerto Rico
March 31, 1995
