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EXHIBIT-10.15(A)
CERTIFICATE OF RESOLUTION
The undersigned, Assistant Secretary of the Board of Directors of Banco
Popular de Puerto Rico (the "Bank"), does hereby certify that at a meeting of
the Board of Directors of the Bank held on the 11th of October 2000, at which a
quorum was present and acting throughout, a resolution was duly and regularly
adopted, which is in full force and effect and unrescinded, and read as follows
WHEREAS, Banco Popular de Puerto Rico (the "Bank") has established the
Banco Popular de Puerto Rico Employees' Stock Plan (Puerto Rico) (the
"Plan"); and
WHEREAS, under Article X of the Plan the Bank has reserved the right to
amend the Plan at any time and from time to time as the Board of
Directors (the "Board") of the Bank may determine; and
WHEREAS, the Bank has exercised its power to amend the Plan on various
previous occasions; and
WHEREAS, the Bank wishes to further amend the Plan to make it a more
effective tool in the recruitment and maintenance of its personnel and
to comply with all applicable laws and regulations.
NOW, THEREFORE, BE IT
RESOLVED, that the Board hereby authorizes the amendment of the Plan to
provide for the following:
(1) provide for the contribution by participants in the Plan on an
after tax basis of up to 10% of the such participant's compensation (as
defined in the Plan for these purposes) and to allow quarterly
withdrawals of such after tax contributions and the earnings thereon in
amounts not less than $1,000;
(2) provide that all participant contributions to the Plan will be
made on the basis of whole percentages of compensation (as defined in
the Plan for these purposes) and that all participant contributions to
the Plan currently made in fixed dollar amounts be converted to whole
percentages of compensation;
(3) provide that, for the purpose of determining the amount of
participant pre-tax and after-tax contributions, the definition of
compensation in the Plan shall be the participant's total compensation
received from the Bank, including, but no limited to, overtime pay,
bonuses and incentive and profit sharing distributions paid in cash to
the employee;
(4) effective December 31, 2000, provide for the diversification
of participant contributions to the Plan made on or after December 31,
2000 that have not been matched by allowing participants in the Plan to
elect the investment of their contributions to the Plan among the
following investment options:
1. Vanguard Total Bond Market Index.
2. Fidelity Advisor Equity growth Institutional.
3. Federated Equity-Income A.
4. Deutsche International Equity.
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5. Dreyfus Emerging Leaders.
6. Federated Government Obligations Fund.
7. Common Stock of Popular, Inc.
(5) provide that in the event a participant does not direct the
investment of his Plan account, the Plan Administrator will determine
and direct such contributions until such time as the participant
assumes the direction of his contributions;
(6) provide that all of the Bank's contributions to the Plan will
be invested exclusively in common stock of Popular, Inc. and may not be
transferred therefrom by the participant until such time as the
participant has attained 50 years of age and has accumulated 10 years
of service;
(7) provide that upon the attainment of age 50 with 10 years of
service the participant will be able to direct the investment of the
complete balance of his Plan account;
(8) provide for the change of the Plan's vesting schedule to the
following schedule:
YEARS OF SERVICE VESTING PERCENTAGE
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0 to 1 year 0%
1 to 2 years 20%
2 to 3 years 40%
3 to 4 years 60%
4 to 5 years 80%
Over 5 years 100%
(9) provide that upon a transfer of employment of an employee of
the Bank who is a participant in the Plan from the Bank to a subsidiary
or affiliate of the Popular, Inc., such employee's Plan account will be
transferred in a direct trust to trust transfer to the employee's new
employer's qualified plan and that if the transfer of employment is
made at the Bank's initiative such employee will become fully vested,
as of the effective date of the transfer of employment, in the Plan
account transferred;
(10) provide that the Bank's discretionary matching contributions
to the Plan will be determined by the Board, prior to the commencement
of the Plan year for which it will be effective, and providing that for
any Plan year in which the Board does not take action determining the
amount of the discretionary profit sharing contribution, such
contribution will be 2% of a participant's basic compensation which is
contributed to the Plan on a pre-tax basis and invested in common stock
of Popular, Inc.;
(11) provide that the Plan will be renamed the Banco Popular de
Puerto Rico Savings and Stock Plan;
(12) provide for such other amendments as may be necessary for the
Plan to be in agreement with the employment practices and policies of
Popular, Inc., its subsidiaries and affiliates and to bring the Plan
into compliance with applicable law and regulations.
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RESOLVED, that Tere Loubriel as an authorized representative of the
Bank be authorized and empowered to effectuate the foregoing resolution
through an amendment and restatement of the Plan;
RESOLVED, that Tere Loubriel be further authorized and empowered to
take those steps which in her sole discretion are necessary to
effectuate the foregoing resolutions including, but not limited to,
execution of an amended and restated Plan document and the submission
of the same to the applicable regulatory authorities for the issuance
of rulings required to comply with applicable law;
RESOLVED, that Tere Loubriel be further authorized and empowered to
produce such other ancillary documents including, but not limited to, a
summary plan description which in her sole discretion may be required
to fully implement the amended and restated Plan and to communicate the
actions of the Board to all employees of the Bank.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Bank in San Juan, Puerto Rico, this 28th day of February 2001.
Brunilda Santos de Alvarez
Assistant Secretary