Common use of RECORDKEEPER Clause in Contracts

RECORDKEEPER. By executing this Adoption Agreement, the Employer retains Banco Popular de Puerto Rico as Recordkeeper of the Plan pursuant to the Recordkeeping Agreement and Fee Schedule incorporated by reference into this Adoption Agreement. The Employer has selected as recordkeeper for the Plan: RECORDKEEPER AND TRUSTEE'S FEES By executing this Adoption Agreement, the Employer agrees to retain Banco Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the Plan, for an initial minimum period of three years. This Agreement shall renew automatically for an indefinite period of time. The Employer may terminate this Agreement at any time subject to a written termination notice received by Banco Popular at least thirty days prior to the effective date of termination. If termination occurs during the initial three year period, the Employer agrees to compensate Banco Popular with a termination fee equal to three times the total annual fees minus any amount already satisfied in connection with the services rendered since the effective date of this agreement. Banco Popular may change the Fee Schedule from time to time and shall provide written notification to the Employer. VALUATING OF PARTICIPANT'S ACCOUNTS The Participant's Accounts shall be valued / / monthly /X/ quarterly / /semi annually / /annually. PARTICIPANT'S ACCOUNT STATEMENTS The Participants shall be provided with a statement of their account on a monthly quarterly semi annually annual basis. SATISFACTION OF THE PARTICIPATION AND NON-DISCRIMINATION REQUIREMENTS OF THE IRC BY EMPLOYERS WITH EMPLOYEES WITHIN AND WITHOUT PUERTO RICO OR THAT ARE MEMBERS OF AN AFFILIATED GROUP. The satisfaction of the participation and non-discrimination requirements of section 1165(a)(3)(A), 1165(a)(4), and 1165(e)(3) of the IRC shall be determine by taking into the account the active Employees that the Employer has in Puerto Rico. Notwithstanding the above, in the case of an Employer having Employees within and without Puerto Rico or that is a member of an affiliated group of corporations or partnerships (within the meaning of section 1028 of the

RECORDKEEPER. By executing this Adoption Agreement, the Employer retains Banco Popular de Puerto Rico as Recordkeeper of the Plan pursuant to the Recordkeeping Agreement and Fee Schedule incorporated by reference into this Adoption Agreement. / / The Employer has selected as recordkeeper for the Plan: RECORDKEEPER AND TRUSTEE'S FEES By executing this Adoption Agreement, the Employer agrees to retain Banco Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the Plan, for an initial minimum period of three years. This Agreement shall renew automatically for an indefinite period of time. The Employer may terminate this Agreement at any time subject to a written termination notice received by Banco Popular at least thirty days prior to the effective date of termination. If termination occurs during the initial three year period, the Employer agrees to compensate Banco Popular with a termination fee equal to three times the total annual fees minus any amount already satisfied in connection with the services rendered since the effective date of this agreement. Banco Popular may change the Fee Schedule from time to time and shall provide written notification to the Employer. VALUATING OF PARTICIPANT'S ACCOUNTS The Participant's Accounts shall be valued / / monthly /X/ quarterly / /semi / semi annually / /annually/ annually. PARTICIPANT'S ACCOUNT STATEMENTS The Participants shall be provided with a statement of their account on a / / monthly /X/ quarterly / / semi annually / / annual basis. SATISFACTION OF THE PARTICIPATION AND NON-DISCRIMINATION REQUIREMENTS OF THE IRC BY EMPLOYERS WITH EMPLOYEES WITHIN AND WITHOUT PUERTO RICO OR THAT ARE MEMBERS OF AN AFFILIATED GROUP. The satisfaction of the participation and non-discrimination requirements of section 1165(a)(3)(A), 1165(a)(4), and 1165(e)(3) of the IRC shall be determine by taking into the account the active Employees that the Employer has in Puerto Rico. Notwithstanding the above, in the case of an Employer having Employees within and without Puerto Rico or that is a member of an affiliated group of corporations or partnerships (within the meaning of section 1028 of thethe IRC) that adopt the same plan, said Employer or Employers may elect to meet the above mentioned requirements as follows: /X/ By taking into the account all the active Employees (employed within and without Puerto Rico) of the Employers or of each individual Employer; / / By taking into the account all the Employees of the affiliated group of corporation or partnerships (even if some of the members of the affiliated group of corporations or partnerships have no Employees in Puerto Rico); / / By taking into the account all the Employees of those members of the affiliated group of corporations or partnerships having Employees in Puerto Rico; or / / By taking into the account all the Employees employed by the members of the affiliated group of corporations or partnerships in Puerto Rico. The above mentioned options shall be available as long as the Plan offers to the Puerto Rico resident Employees the same benefits offered to those Employees located outside of Puerto Rico. EXECUTION OF ADOPTION AGREEMENT EMPLOYER Name of Employer: Popular Finance, Inc. ---------------------------------------------------------- Signed: [Edgardo Novoa] ------------------------------------------------------------------------- Print name and title: Edgardo Novoa, President ---------------------------------------------------------- Date: January 28, 1999 ------------------------------------------------------------------------- RESPONSIBILITIES OF EMPLOYER The Employer understands that, by establishing this Plan, it will have certain legal responsibilities for which neither the Trustee nor the Plan Sponsor will be responsible. The Employer also understands that it will be solely responsible for any taxes, costs or expenses arising from the disqualification of the Employer's Plan. The Employer warrants that it has obtained legal and tax advice to the extent the Employer deems necessary before signing this Adoption Agreement. TRUSTEE

RECORDKEEPER. X/ By executing this Adoption Agreement, the Employer retains Banco Popular de Puerto Rico as Recordkeeper of the Plan pursuant to the Recordkeeping Agreement and Fee Schedule incorporated by reference into this Adoption Agreement. / / The Employer has selected as recordkeeper for the Plan: RECORDKEEPER AND TRUSTEE'S FEES By executing this Adoption Agreement, the Employer agrees to retain Banco Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the Plan, for an initial minimum period of three years. This Agreement shall renew automatically for an indefinite period of time. The Employer may terminate this Agreement at any time subject to a written termination notice received by Banco Popular at least thirty days prior to the effective date of termination. If termination occurs during the initial three year period, the Employer agrees to compensate Banco Popular with a termination fee equal to three times the total annual fees minus any amount already satisfied in connection with the services rendered since the effective date of this agreement. Banco Popular may change the Fee Schedule from time to time and shall provide written notification to the Employer. VALUATING OF PARTICIPANT'S ACCOUNTS The Participant's Accounts shall be valued / / monthly /X/ quarterly / /semi / semi annually / /annually/ annually. PARTICIPANT'S ACCOUNT STATEMENTS The Participants shall be provided with a statement of their account on a / / monthly /X/ quarterly / / semi annually / / annual basis. SATISFACTION OF THE PARTICIPATION AND NON-DISCRIMINATION REQUIREMENTS OF THE IRC BY EMPLOYERS WITH EMPLOYEES WITHIN AND WITHOUT PUERTO RICO OR THAT ARE MEMBERS OF AN AFFILIATED GROUP. The satisfaction of the participation and non-discrimination requirements of section 1165(a)(3)(A), 1165(a)(4), and 1165(e)(3) of the IRC shall be determine by taking into the account the active Employees that the Employer has in Puerto Rico. Notwithstanding the above, in the case of an Employer having Employees within and without Puerto Rico or that is a member of an affiliated group of corporations or partnerships (within the meaning of section 1028 of thethe IRC) that adopt the same plan, said Employer or Employers may elect to meet the above mentioned requirements as follows: /X/ By taking into the account all the active Employees (employed within and without Puerto Rico) of the Employers or of each individual Employer; / / By taking into the account all the Employees of the affiliated group of corporation or partnerships (even if some of the members of the affiliated group of corporations or partnerships have no Employees in Puerto Rico); / / By taking into the account all the Employees of those members of the affiliated group of corporations or partnerships having Employees in Puerto Rico; or / / By taking into the account all the Employees employed by the members of the affiliated group of corporations or partnerships in Puerto Rico. The above mentioned options shall be available as long as the Plan offers to the Puerto Rico resident Employees the same benefits offered to those Employees located outside of Puerto Rico. EXECUTION OF ADOPTION AGREEMENT EMPLOYER Name of Employer: Popular Leasing & Rental, Inc. --------------------------------------------------------------

RECORDKEEPER. X/ By executing this Adoption Agreement, the Employer retains Banco Popular de Puerto Rico as Recordkeeper of the Plan pursuant to the Recordkeeping Agreement and Fee Schedule incorporated by reference into this Adoption Agreement. / / The Employer has selected as recordkeeper for the Plan: RECORDKEEPER AND TRUSTEE'S FEES By executing this Adoption Agreement, the Employer agrees to retain Banco Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the Plan, for an initial minimum period of three years. This Agreement shall renew automatically for an indefinite period of time. The Employer may terminate this Agreement at any time subject to a written termination notice received by Banco Popular at least thirty days prior to the effective date of termination. If termination occurs during the initial three year period, the Employer agrees to compensate Banco Popular with a termination fee equal to three times the total annual fees minus any amount already satisfied in connection with the services rendered since the effective date of this agreement. Banco Popular may change the Fee Schedule from time to time and shall provide written notification to the Employer. VALUATING OF PARTICIPANT'S ACCOUNTS The Participant's Accounts shall be valued / / monthly /X/ quarterly / /semi / semi annually / /annually/ annually. PARTICIPANT'S ACCOUNT STATEMENTS The Participants shall be provided with a statement of their account on a / / monthly /X/ quarterly / / semi annually / / annual basis. SATISFACTION OF THE PARTICIPATION AND NON-DISCRIMINATION REQUIREMENTS OF THE IRC BY EMPLOYERS WITH EMPLOYEES WITHIN AND WITHOUT PUERTO RICO OR THAT ARE MEMBERS OF AN AFFILIATED GROUP. The satisfaction of the participation and non-discrimination requirements of section 1165(a)(3)(A), 1165(a)(4), and 1165(e)(3) of the IRC shall be determine by taking into the account the active Employees that the Employer has in Puerto Rico. Notwithstanding the above, in the case of an Employer having Employees within and without Puerto Rico or that is a member of an affiliated group of corporations or partnerships (within the meaning of section 1028 of thethe IRC) that adopt the same plan, said Employer or Employers may elect to meet the above mentioned requirements as follows: /X/ By taking into the account all the active Employees (employed within and without Puerto Rico) of the Employers or of each individual Employer; / / By taking into the account all the Employees of the affiliated group of corporation or partnerships (even if some of the members of the affiliated group of corporations or partnerships have no Employees in Puerto Rico); / / By taking into the account all the Employees of those members of the affiliated group of corporations or partnerships having Employees in Puerto Rico; or / / By taking into the account all the Employees employed by the members of the affiliated group of corporations or partnerships in Puerto Rico. The above mentioned options shall be available as long as the Plan offers to the Puerto Rico resident Employees the same benefits offered to those Employees located outside of Puerto Rico. EXECUTION OF ADOPTION AGREEMENT EMPLOYER Name of Employer: Popular Securities, Inc. ---------------------------------------------------------- Signed: [Juan Guerrero] ------------------------------------------------------------------------ Print name and title: Juan Guerrero, Managing Director - Retail ---------------------------------------------------------- Date January 28, 1999 ------------------------------------------------------------------------ RESPONSIBILITIES OF EMPLOYER The Employer understands that, by establishing this Plan, it will have certain legal responsibilities for which neither the Trustee nor the Plan Sponsor will be responsible. The Employer also understands that it will be solely responsible for any taxes, costs or expenses arising from the disqualification of the Employer's Plan. The Employer warrants that it has obtained legal and tax advice to the extent the Employer deems necessary before signing this Adoption Agreement.