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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.

PUERTO RICAN CEMENT COMPANY, INC.
(Name of Subject Company (Issuer))

TRICEM ACQUISITION, CORP.,
an indirect wholly owned subsidiary of CEMEX, S.A. de C.V.
(Names of Filing Persons (Offerors))

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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)

-----------------

745075-10-1
(CUSIP Number of Class of Securities)

Ramiro Villarreal
CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, Nuevo Leon, Mexico 64000
Telephone: (011-528) 328-3000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)

Copies to:
Randall H. Doud, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
Four Times Square
New York, New York
10036-6522
Telephone: 212-735-3000

CALCULATION OF FILING FEE

================================================================================

Transaction Valuation* Amount of Filing Fee
$180,196,590      $16,578.09
-------------------------------------------

================================================================================
*  For purposes of calculating amount of filing fee only. This amount assumes
the purchase of all outstanding shares of common stock of Puerto Rican
Cement Company, Inc. The amount of the filing fee calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals
$92 for every $1,000,000 of the transaction value.

[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.

Amount Previously Paid:    Form or Registration
N/A                      No.:  N/A
Filing party:  N/A         Date Filed:  N/A

[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[_] issuer tender offer subject to Rule 13e-4.

[_] going-private transaction subject to Rule 13e-3.

[_] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]

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THIS TENDER OFFER STATEMENT ON SCHEDULE TO RELATES TO THE OFFER BY TRICEM
ACQUISITION, CORP. (THE "PURCHASER"), A PUERTO RICO CORPORATION AND AN INDIRECT
WHOLLY OWNED SUBSIDIARY OF CEMEX, S.A. DE C.V., A COMPANY ORGANIZED UNDER THE
LAWS OF THE UNITED MEXICAN STATES ("CEMEX"), TO PURCHASE ALL OUTSTANDING SHARES
OF COMMON STOCK OF PUERTO RICAN CEMENT COMPANY, INC. (THE "COMPANY"), PAR VALUE
$1.00 PER SHARE (THE "SHARES"), AT U.S. $35.00 PER SHARE, NET TO THE SELLER IN
CASH, WITHOUT INTEREST THEREON, UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THE OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL,
COPIES OF WHICH ARE ATTACHED HERETO AS EXHIBITS (A)(1) AND (A)(2), RESPECTIVELY
(WHICH ARE HEREIN COLLECTIVELY REFERRED TO AS THE "OFFER").

ALL OF THE INFORMATION IN THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL, AND ANY SUPPLEMENTS THERETO RELATED TO THE OFFER HEREAFTER FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE PURCHASER AND CEMEX, HEREBY
IS INCORPORATED BY REFERENCE (WHERE APPROPRIATE) IN ANSWER TO ITEMS 1 THROUGH
12 OF THIS SCHEDULE TO (WHETHER OR NOT IDENTIFIED WITH SPECIFICITY).

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to
Purchase entitled "Summary Term Sheet" is incorporated herein
by reference.

Item 2. Subject Company Information.

(a)      The name of the subject company is Puerto Rican Cement
Company, Inc, a Puerto Rico corporation (the "Company"), the
address of its principal executive offices is Amelia
Industrial Park in Guaynabo, Puerto Rico and its mailing
address is P.O. Box 364487, San Juan, Puerto Rico 00936-4487.
Its telephone number is (787) 783-3000.

(b)      The title of the subject class of securities being sought is
Common Stock, par value $1.00 per share (the "Shares"). The
information concerning the securities outstanding set forth
under "Introduction" in the Offer to Purchase is incorporated
herein by reference.

(c)      The information concerning the principal market in which the
Shares are traded and certain high and low sales prices for
the Shares in such principal market is set forth in "Price
Range of Shares; Dividends" and "Dividends and Distributions"
in the Offer to Purchase and is incorporated herein by
reference.

Item 3. Identity and Background of the Filing Person.

(a)-(c)  The information set forth in "Certain Information Concerning
CEMEX and the Purchaser" and in Schedule I in the Offer to
Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a)      The information set forth under "Introduction," "Terms of the
Offer," "Procedures for Accepting the Offer and Tendering
Shares," "Withdrawal Rights," "Acceptance for Payment and
Payment for Shares," "Purpose of the Offer; Plans for the
Company," "Source and Amount of Funds" and "Material United
States Federal Income Tax Consequences" in the Offer to
Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a)-(b)  The information set forth in "Background of the Offer; Past
Contacts or Negotiations with the Company," "The Merger
Agreement and the Transaction Support Agreements," "Certain
Information Concerning CEMEX and the Purchaser" and "Purpose
of the Offer; Plans for the Company" in the Offer to Purchase
is incorporated herein by reference.

Item 6. Purpose of the Transaction and Plans or Proposals.

(a), (c) The information set forth in "Introduction," "The Merger
Agreement and the Transaction Support Agreements," "Purpose of
the Offer; Plans for the Company," "Certain Effects of the
Offer," and "Dividends and Distributions" in the Offer to
Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a)-(b), (d) The information set forth in "Source and Amount of Funds" in
the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a)-(b)  The information set forth in "Introduction," "Certain
Information Concerning the Company," "Certain Information
Concerning CEMEX and the Purchaser," "The Merger Agreement and
the Transaction Support Agreements" and Schedule I in the
Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a)      The information set forth in "Introduction" and "Fees and
Expenses" of the Offer to Purchase is incorporated herein by
reference.

Item 10. Financial Statements.

(a)-(b)  The information set forth in "Certain Information Concerning
CEMEX and the Purchaser" of the Offer to Purchase is
incorporated herein by reference.

Item 11. Additional Information.

(a)-(b)  The information set forth in "Introduction," "Certain
Information Concerning CEMEX and the Purchaser," "The Merger
Agreement and the Transaction Support Agreements, "Certain
Conditions of the Offer" and "Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated
herein by reference.

Item 12. Exhibits.

(a)(1)   Offer to Purchase, dated July 1, 2002.

(a)(2)   Letter of Transmittal.

(a)(3)   Notice of Guaranteed Delivery.

(a)(4)   Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.

(a)(5)   Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.

(a)(6)   Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.

(a)(7)   Joint Press Release issued by CEMEX and the Company (English
version) on June 12, 2002 (incorporated herein by reference to
the Schedule TO-C filed by CEMEX on June 12, 2002).

(a)(8)   Joint Press Release issued by CEMEX and the Company (Spanish
version) on June 12, 2002 (incorporated herein by reference to
the Schedule TO-C filed by CEMEX on June 12, 2002).

(a)(9)   Press Release issued by CEMEX (English version) on July 1,
2002.

(a)(10)  Press Release issued by CEMEX (Spanish version) on July 1,
2002.

(a)(11)  Summary Advertisement as published in the Wall Street Journal
and The New York Times on July 1, 2002.

(d)(1)   Agreement and Plan of Merger, dated as of June 11, 2002, among
CEMEX, the Purchaser and the Company.

(d)(2)   Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and El Dia, Inc.

(d)(3)   Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and Ferre Investment Fund, Inc.

(d)(4)   Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and South Management Corporation.

2

(d)(5)   Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and Alfra Investment Corporation.

(d)(6)   Confidentiality Agreement, dated May 24, 2002, between Cemex,
Inc. and the Company.

[The remainder of this page is intentionally left blank]

3

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

TRICEM ACQUISITION, CORP.

By:   /s/  JILL SIMEONE
-----------------------------
Name: Jill Simeone
Title: Assistant Secretary

CEMEX, S.A. DE C.V.

By:   /s/  RAMIRO G. VILLARREAL
-----------------------------
Name: Ramiro G. Villarreal
Title: General Counsel

Dated: July 1, 2002

EXHIBIT INDEX

Exhibit No. Exhibit Name                                                                      Page Number
----------- ------------                                                                      -----------

(a)(1)    Offer to Purchase, dated July 1, 2002.

(a)(2)    Letter of Transmittal.

(a)(3)    Notice of Guaranteed Delivery.

(a)(4)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.

(a)(5)    Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.

(a)(6)    Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.

(a)(7)    Joint Press Release issued by CEMEX and the Company (English version) on June
12, 2002 (incorporated herein by reference to the Schedule TO-C filed by CEMEX
on June 12, 2002).

(a)(8)    Joint Press Release issued by CEMEX and the Company (Spanish version) on June
12, 2002 (incorporated herein by reference to the Schedule TO-C filed by CEMEX
on June 12, 2002).

(a)(9)    Press Release issued by CEMEX (English version) on July 1, 2002.

(a)(10)   Press Release issued by CEMEX (Spanish version) on July 1, 2002.

(a)(11)   Summary Advertisement as published in the Wall Street Journal and The New York
Times on July 1, 2002.

(d)(1)    Agreement and Plan of Merger, dated as of June 11, 2002, among CEMEX, the
Purchaser and the Company.

(d)(2)    Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and El Dia, Inc.

(d)(3)    Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and Ferre Investment Fund, Inc.

(d)(4)    Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and South Management Corporation.

(d)(5)    Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and Alfra Investment Corporation.

(d)(6)    Confidentiality Agreement, dated May 24, 2002, between Cemex, Inc. and the
Company.

EXHIBIT (a)(1)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

of

Puerto Rican Cement Company, Inc.

at

U.S. $35.00 Net Per Share

by

Tricem Acquisition, Corp.,

an indirect wholly owned subsidiary of

CEMEX, S.A. de C.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME,
ON MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

The Offer (as defined herein) is being made pursuant to the Agreement and
Plan of Merger, dated as of June 11, 2002 (the "Merger Agreement"), by and
among CEMEX, S.A. de C.V., a corporation organized under the laws of the United
Mexican States ("CEMEX"), Tricem Acquisition, Corp., a Puerto Rico corporation
and an indirect wholly owned subsidiary of CEMEX (the "Purchaser"), and Puerto
Rican Cement Company, Inc., a Puerto Rico corporation (the "Company").

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED (OTHER THAN TENDERS BY GUARANTEED DELIVERY WHERE ACTUAL DELIVERY HAS
NOT TAKEN PLACE) AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF THE COMPANY
(THE "SHARES") THAT REPRESENTS AT LEAST A MAJORITY OF THE THEN OUTSTANDING
SHARES ON A FULLY DILUTED BASIS AND (2) ANY WAITING PERIOD UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE
REGULATIONS THEREUNDER HAVING EXPIRED OR BEEN TERMINATED. THE OFFER ALSO IS
SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. THE
OFFER IS NOT SUBJECT TO A FINANCING CONDITION. PLEASE READ SECTIONS 1 AND 15,
WHICH SET FORTH IN FULL THE CONDITIONS TO THE OFFER.

THE COMPANY'S BOARD OF DIRECTORS, AT A SPECIAL MEETING HELD ON JUNE 11,
2002, WITH ONE DIRECTOR ABSENT, UNANIMOUSLY (1) DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND
THE MERGER, ARE FAIR TO THE COMPANY'S STOCKHOLDERS AND ARE ADVISABLE AND IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS; (2) APPROVED AND ADOPTED
THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER; AND (3) RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS
(A) ACCEPT THE OFFER AND (B) IF STOCKHOLDER APPROVAL IS NECESSARY, APPROVE THE
MERGER AGREEMENT AND THE MERGER. ACCORDINGLY, THE COMPANY'S BOARD OF DIRECTORS
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER ALL OF YOUR SHARES PURSUANT TO
THE OFFER.

A summary of the material terms of the Offer appears on pages 1 through 6.
You should read this entire document carefully before deciding whether to
tender your Shares.

July 1, 2002

IMPORTANT

Any stockholder of the Company wishing to tender Shares in the Offer must
(1) complete and sign the Letter of Transmittal (or a facsimile thereof) in
accordance with the instructions in the Letter of Transmittal and mail or
deliver the Letter of Transmittal (or such facsimile) and all other required
documents to the Depositary (as defined herein) together with certificates
representing the Shares tendered, or follow the procedure for book-entry
transfer set forth in Section 3 hereof or (2) request such stockholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for the stockholder. A stockholder whose Shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such person if such stockholder wishes to tender such Shares.

Any stockholder of the Company who wishes to tender Shares and cannot
deliver certificates representing such Shares and all other required documents
to the Depositary on or prior to the Expiration Date (as defined herein) or who
cannot comply with the procedure for book-entry transfer on a timely basis may
tender such Shares pursuant to the guaranteed delivery procedure set forth in
Section 3 hereof.

Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be obtained from the Information Agent or from brokers, dealers, commercial
banks, trust companies or other nominees.

TABLE OF CONTENTS

Page
----

SUMMARY TERM SHEET............................................................................   1

INTRODUCTION..................................................................................   7

THE TENDER OFFER..............................................................................  10
1.            Terms of the Offer.............................................................  10
2.            Acceptance for Payment and Payment for Shares..................................  13
3.            Procedures for Accepting the Offer and Tendering Shares........................  13
4.            Withdrawal Rights..............................................................  16
5.            Material United States Federal Income Tax Consequences.........................  17
6.            Price Range of Shares; Dividends...............................................  18
7.            Certain Information Concerning the Company.....................................  19
8.            Certain Information Concerning CEMEX and the Purchaser.........................  20
9.            Source and Amount of Funds.....................................................  21
10.            Background of the Offer; Past Contacts or Negotiations with the Company........  22
11.            The Merger Agreement and the Transaction Support Agreements....................  22
12.            Purpose of the Offer; Plans for the Company....................................  39
13.            Certain Effects of the Offer...................................................  40
14.            Dividends and Distributions....................................................  41
15.            Certain Conditions of the Offer................................................  42
16.            Certain Legal Matters; Regulatory Approvals....................................  43
17.            Fees and Expenses..............................................................  45
18.            Miscellaneous..................................................................  45

Schedule I--Information Concerning Directors and Executive Officers of CEMEX and the Purchaser I-1

i

SUMMARY TERM SHEET

Tricem Acquisition, Corp. is offering to purchase all of the outstanding
shares of common stock of Puerto Rican Cement Company, Inc. for U.S. $35.00 per
share in cash. The following are some of the questions you, as a stockholder of
the Company, may have and answers to those questions. We urge you to read the
remainder of this Offer to Purchase and the Letter of Transmittal carefully
because the information in this summary term sheet is not complete. Additional
important information is contained in the remainder of this Offer to Purchase
and the Letter of Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

We are Tricem Acquisition, Corp., a newly formed Puerto Rico corporation and
an indirect wholly owned subsidiary of CEMEX. We have been formed for the
purpose of making a tender offer for all of the common stock of the Company and
have carried on no activities other than in connection with the merger
agreement among CEMEX, the Company and us and the transaction support
agreements among CEMEX, certain stockholders of the Company and us. CEMEX, a
corporation organized under the laws of the United Mexican States, is the
third-largest cement company in the world. See "Introduction" and Section 1.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking to purchase all of the issued and outstanding shares of
common stock of the Company. See "Introduction" and Section 1.

HOW MUCH ARE YOU OFFERING TO PAY? WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO
PAY ANY FEES OR COMMISSIONS?

We are offering to pay U.S. $35.00 per share, net to you in cash, without
interest. If you are the record owner of your shares and you tender your shares
to us in the offer, you will not have to pay brokerage fees or similar
expenses. If you own your shares through a broker or other nominee, and your
broker or nominee tenders your shares on your behalf, your broker or nominee
may charge you a fee for doing so. You should consult your broker or nominee to
determine whether any charges will apply. See "Introduction."

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

CEMEX, our parent company, and its subsidiaries will provide us with
sufficient funds to purchase all shares that are validly tendered and not
withdrawn in the offer and to provide funding for the merger that is expected
to follow the successful completion of the offer. These subsidiaries expect to
fund a portion of the capital contributions and loans to us with borrowings
under a new credit facility to be entered into by such subsidiaries. In the
event that financing is unavailable under the proposed new credit facility, it
is anticipated that all of the funds necessary to consummate the offer and the
merger would come from capital contributions or intra-company loans to us from
subsidiaries of CEMEX, which would be funded from CEMEX's internally generated
free cash flow.

Our obligation to purchase the shares of Company common stock in the offer
is not conditioned on any financing or subject to any financing condition.  See
Section 9 for a description of our financing arrangements.

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

We do not think our financial condition is relevant to your decision whether
to tender in the offer because the form of consideration consists solely of
cash and our offer is not contingent upon our receipt of financing. See Section
9 for a description of our financing arrangements.

1

HAVE ANY STOCKHOLDERS AGREED TO TENDER THEIR SHARES?

Concurrently with entering into the merger agreement, we entered into
transaction support agreements with four stockholders of the Company that
collectively own 1,482,804 shares of Company common stock, constituting
approximately 29% of the shares outstanding. Under the transaction support
agreements, these stockholders have agreed, among other things, to tender their
shares in the offer and to vote for the merger. See Section 11.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

You will have until 12:00 midnight, Eastern time, on Monday, July 29, 2002,
to tender your shares in the offer, unless the offer is extended. If you cannot
deliver everything that is required in order to make a valid tender by that
time, you may be able to use a guaranteed delivery procedure, which is
described later in this Offer to Purchase. See Sections 1 and 3.

CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

We expressly reserve the right, subject to the terms of the merger agreement
and applicable law, to extend the period of time during which the offer remains
open. We have agreed in the merger agreement that we may extend the offer:

.   if any of the conditions to the offer have not been satisfied;

.   if any rule, regulation, interpretation or position of the Securities and
Exchange Commission or its staff applicable to the offer, or any
applicable law, requires an extension; and

.   for up to ten additional business days in increments of not more than two
business days each (but in no event beyond the Termination Date (as
defined in Section 1)), if, immediately before the scheduled or extended
expiration date of the offer, the shares tendered and not withdrawn
pursuant to the offer constitute more than 80% but less then 90% of the
outstanding shares of the Company common stock.

Subject to certain limitations, we have agreed at the Company's request to
extend the offer for a period of time sufficient to provide a "cure period" (as
described in Section 1) to the Company in the event of a breach by the Company
of a representation, warranty, covenant or other agreement of the Company under
the merger agreement, which breach, in the reasonable judgment of CEMEX, is
capable of being cured during the applicable cure period. Subject to certain
limitations set forth in the merger agreement, if any other condition to the
offer is not satisfied or waived on any scheduled or extended expiration date
of the offer and if such condition could reasonably be expected to be
satisfied, the Purchaser must extend the offer until such condition is
satisfied or waived.

If at the time of the expiration of the offer all conditions to the offer
are satisfied or waived but the shares of Company common stock tendered and not
withdrawn in the offer constitute less than 90% of the outstanding common
stock, we have the right to accept for payment and purchase all shares validly
tendered and not withdrawn at such time and extend the offer to provide a
"subsequent offering period" during which stockholders may tender their shares
and promptly receive the offer price. There will be no withdrawal rights during
any subsequent offering period. In addition, if we elect to provide a
subsequent offering period, the federal securities laws require a subsequent
offering period of three business days to 20 business days.

2

See Sections 1 and 11 for more details on our ability to extend the offer.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will inform Citibank, N.A. (the depositary for
the offer) of that fact and will make a public announcement of the extension
not later than 9:00 a.m., Eastern time, on the next business day after the day
on which the offer was scheduled to expire. See Section 1.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

We are not obligated to purchase any shares that are validly tendered unless
the number of shares validly tendered (other than tenders by guaranteed
delivery where actual delivery has not occurred) and not withdrawn before the
expiration of the offer represents at least a majority of the outstanding
shares on a fully diluted basis (after giving effect to the conversion or
exercise of all outstanding options, warrants and other rights and securities
exercisable or convertible into shares of Company common stock, if any, whether
or not exercised or converted at the time of determination). See "Introduction"
and Section 11.

Subject to certain limitations, we are not obligated to purchase shares that
are validly tendered if there is any change in the business, assets,
liabilities, financial condition or results of operations of the Company or its
subsidiaries that has had or would reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole, or its
ability to complete the transactions under the merger agreement. See Section 15.

We are not obligated to purchase shares that are validly tendered if the
applicable waiting period under the Hart-Scott-Rodino Act has not expired or
been terminated. See Section 16.

We are not obligated to purchase shares that are validly tendered if the
necessary consents have not been obtained from certain of the Company's lenders
under its loan agreements. See Section 15.

We are not obligated to purchase shares that are validly tendered if the
Company's board of directors withdraws, modifies or changes in a manner adverse
to CEMEX or us its recommendation of the offer, the merger agreement or the
merger, or recommends another proposal or offer in connection with a competing
takeover proposal made by a third party. See Section 15.

We are not obligated to purchase shares that are validly tendered if the
Company breaches or fails to perform in any material respect its obligations
under the merger agreement or breaches its representations and warranties under
the merger agreement, subject to certain knowledge, materiality and material
adverse effect qualifiers set forth in the merger agreement and subject to cure
in any applicable cure period. See Sections 11 and 15.

We are not obligated to purchase shares that are validly tendered if the
consent of the Nuclear Regulatory Commission with respect to the change of
control of the Company, which is required as a result of the Company's
ownership and operation of a regulated piece of test equipment, has not been
obtained. See Section 15.

The offer also is subject to a number of other conditions. We can waive some
of the conditions to the offer without the Company's consent; however, we
cannot waive the minimum condition without the Company's consent. See Sections
1 and 15.

3

Our obligation to purchase shares under the offer is not conditioned on any
financing arrangements or subject to any financing condition. See Section 9 for
information about our financing arrangements.

HOW DO I TENDER MY SHARES?

To tender your shares:

.   You must deliver the certificates representing your shares, together with
a completed letter of transmittal and any other documents required by the
letter of transmittal, to the depositary not later than the time the
offer expires.

.   If your shares are held in "street name," your shares can only be
tendered by your broker or nominee through the depositary.

.   If you are unable to deliver any required document or instrument to the
depositary by the expiration of the offer, you may gain some extra time
by having a broker, a bank or other fiduciary that is an eligible
institution guarantee that the missing items will be received by the
depositary within three New York Stock Exchange trading days. For the
tender to be valid, however, the depositary must receive the missing
items within that three trading day period.

See Section 3.

UNTIL WHAT TIME MAY I WITHDRAW PREVIOUSLY TENDERED SHARES?

You may withdraw shares at any time before the scheduled or any extended
expiration of the offer. You may not, however, withdraw any shares that are
tendered during the subsequent offering period, if there is one. See Section 4.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

To withdraw shares, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the depositary for the offer
while you still have the right to withdraw the shares. See Section 4.

WHAT DOES THE COMPANY'S BOARD OF DIRECTORS RECOMMEND REGARDING THE OFFER?

We are making the offer pursuant to the merger agreement, which has been
approved unanimously by the Company's board of directors, with one director
absent. The Company's board of directors, at a special meeting held on June 11,
2002, with one director absent, unanimously:

.   determined that the merger agreement and the transactions contemplated
thereby, including the tender offer and the merger, are fair to the
Company's stockholders and are advisable and in the best interests of the
Company and its stockholders;

.   approved and adopted the merger agreement and the transactions
contemplated by the merger agreement, including the offer and the merger;
and

.   recommended that the Company's stockholders (A) accept the offer and (B)
if stockholder approval is necessary, approve the merger agreement and
the merger.

Accordingly, the Company's board of directors recommends that you accept the
offer and tender all of your shares of Company common stock pursuant to the
offer. See "Introduction."

IF A MAJORITY OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL THE
COMPANY CONTINUE AS A PUBLIC COMPANY?

No. Following the purchase of shares in the offer we expect to consummate
the merger. If the merger takes place, the Company will no longer be publicly
owned. Even if for some reason the merger does not take place, if

4

we purchase all of the tendered shares, then there may be so few remaining
stockholders and publicly held shares that the Company common stock will no
longer be eligible to be traded on the New York Stock Exchange, there may not
be a public trading market for the Company common stock, and the Company may
cease to make filings with the Securities and Exchange Commission or otherwise
no longer be required to comply with the Securities and Exchange Commission
rules relating to publicly held companies. See Section 13.

WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF THE COMPANY'S SHARES
ARE NOT TENDERED IN THE OFFER?

We expect yes. If the number of shares tendered and purchased in the offer
represents at least a majority of the shares of the Company on a fully diluted
basis, then we expect to be merged with and into the Company. If that merger
takes place, CEMEX indirectly will own all of the shares of the Company, and
all remaining public stockholders of the Company (other than stockholders
properly exercising appraisal rights under applicable Puerto Rico law) will
receive U.S. $35.00 per share in cash. See "Introduction."

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

If the merger described above takes place, stockholders not tendering in the
offer will receive the same amount of cash per share that they would have
received had they tendered their shares in the offer, subject to any appraisal
rights properly exercised under Puerto Rico law. Therefore, if the merger takes
place and you do not exercise appraisal rights, the only difference to you
between tendering your shares and not tendering your shares is that you will be
paid earlier if you tender your shares. If the merger does not take place,
however, the number of stockholders and the number of shares of Company common
stock that are still in the hands of the public may be so small that there no
longer will be an active public trading market (or, possibly, there may not be
any public trading market) for Company common stock. Also, as described above,
the Company may cease making filings with the Securities and Exchange
Commission or otherwise may not be required to comply with the Securities and
Exchange Commission rules relating to publicly held companies. See
"Introduction" and Sections 12 and 13.

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

On June 11, 2002, the last trading day before we announced the merger
agreement, the last sale price of the Company's common stock reported on the
New York Stock Exchange was U.S. $22.20 per share; therefore, the offer price
of U.S. $35.00 per share represents a premium of approximately 58% over the
last sale price of the shares before we announced the execution of the merger
agreement. On June 28, 2002, the last full trading day before we commenced the
tender offer, the last sale price of the Company's common stock reported on the
New York Stock Exchange was U.S. $35.00. We encourage you to obtain a recent
quotation for shares of Company common stock in deciding whether to tender your
shares. See Section 6.

WILL I BE PAID THE REGULAR QUARTERLY DIVIDEND ON MY SHARES?

On June 26, 2002, the Company's board of directors declared a regular
quarterly dividend of U.S. $0.19 per share of Company common stock. The record
date for such dividend is July 9, 2002. If you hold your shares on July 9,
2002, then you will be paid such dividend by the Company on August 6, 2002,
even though it will be paid after the initially scheduled expiration of, and
may be paid after the completion of, the offer. Unless the completion of the
offer is delayed significantly, we do not expect that any additional dividends
will be declared or paid.

GENERALLY, WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF
TENDERING SHARES?

The receipt of cash for shares pursuant to the offer or the merger will be a
taxable transaction for United States federal income tax purposes and possibly
for the Commonwealth of Puerto Rico and other state,

5

local and foreign income tax purposes as well. See Section 5. We encourage you
to seek independent tax advice regarding the tax consequences of tendering your
shares.

TO WHOM MAY I SPEAK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You may call Georgeson Shareholder Communications Inc. at 1-800-616-5497;
Georgeson is acting as the information agent for our offer. See the back cover
of this Offer to Purchase.

6

To the Holders of Shares of Common Stock
of Puerto Rican Cement Company, Inc.:

INTRODUCTION

Tricem Acquisition, Corp., (the "Purchaser"), a Puerto Rico corporation and
an indirect wholly owned subsidiary of CEMEX, S.A. de C.V., a corporation
organized under the laws of the United Mexican States ("CEMEX"), hereby offers
to purchase all of the issued and outstanding shares of common stock, par value
$1.00 per share (the "Company Common Stock" or the "Shares"), of Puerto Rican
Cement Company, Inc., a Puerto Rico corporation (the "Company"), at a purchase
price of U.S. $35.00 per Share (the "Offer Price"), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal (the
"Letter of Transmittal"). The Letter of Transmittal, together with this Offer
to Purchase and any amendments or supplements hereto or thereto, collectively
constitute the "Offer".

The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of June 11, 2002 (the "Merger Agreement"), among CEMEX, the Purchaser and
the Company. The Merger Agreement provides that, following the Offer, the
Purchaser will be merged with and into the Company (the "Merger"), with the
Company continuing as the surviving corporation (the "Surviving Corporation").
After the Merger, the Company will be an indirect wholly owned subsidiary of
CEMEX. Pursuant to the Merger Agreement, at the effective time of the Merger
(the "Effective Time") each Share issued and outstanding immediately prior to
the Effective Time (other than Shares owned by CEMEX, the Purchaser, the
Company or any of their respective subsidiaries, all of which will be cancelled
and other than Shares that are held by stockholders, if any, who properly
exercise their appraisal rights under the General Corporation Law of the
Commonwealth of Puerto Rico (the "PRGCL")), automatically will be converted
into the right to receive the Offer Price in cash, without interest (the
"Merger Consideration"). Without limiting the foregoing, effective upon
acceptance for payment of shares pursuant to the Offer in accordance with the
terms hereof, the holder of such Shares will sell and assign to the Purchaser
all right, title and interest in and to all of the Shares tendered (including,
but not limited to, such holder's right to any and all dividends and
distributions with a declaration date before, and a record date after, the
scheduled or extended expiration date, except as set forth in the following
sentence). Notwithstanding the preceding sentence, pursuant to the Merger
Agreement, holders of Shares on July 9, 2002, the record date for the Company's
regular quarterly dividend of U.S. $0.19 per share, which was declared on June
26, 2002 by the Company's Board of Directors (the "Company's Board of
Directors" or the "Board of Directors"), will be paid such regular quarterly
dividend on August 6, 2002 even though it will be paid after the initially
scheduled expiration date of the Offer and even if such holder's Shares are
purchased in the Offer. The Merger Agreement is more fully described in Section
11.

Tendering stockholders, who are record owners of their Shares and tender
directly to the Depositary (as defined below), will not be obligated to pay
brokerage fees or commissions or, except as otherwise provided in Instruction 6
of the Letter of Transmittal, stock transfer taxes with respect to the purchase
of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their
Shares through a broker or bank should consult such institution as to whether
it charges any service fees. CEMEX or the Purchaser will pay all charges and
expenses of Goldman, Sachs & Co., as financial advisor to CEMEX and the
Purchaser ("Goldman Sachs"), Citibank, N.A., as depositary (the "Depositary"),
and Georgeson Shareholder Communications Inc., as information agent (the
"Information Agent"), incurred in connection with the Offer. See Section 17.

Concurrently with entering into the Merger Agreement, CEMEX and the
Purchaser entered into Transaction Support Agreements (as defined herein) with
certain stockholders of the Company that collectively own 1,482,804 Shares,
constituting approximately 29% of the Shares outstanding. The Transaction
Support Agreements provide that these stockholders will tender all of the
Shares held by them in the Offer. In addition, the Transaction Support
Agreements provide that, subject to certain exceptions, these stockholders will
vote all of their Shares in favor of adoption of the Merger Agreement and the
Merger and against any action, proposal, agreement or transaction that would
result in a breach of any covenant, obligation, agreement, representation or
warranty of the Company under the Merger Agreement or of such stockholders
contained in the Transaction

7

Support Agreements. Pursuant to the Transaction Support Agreements, these
stockholders also granted CEMEX an irrevocable option to purchase all of their
Shares at a purchase price of U.S. $35.00 per Share, subject to adjustment in
certain circumstances. The options granted by these stockholders will become
exercisable (i) in the event a Termination Fee (as defined in the Merger
Agreement; see Section 11) has been paid or is payable in accordance with the
terms of the Merger Agreement, (ii) if the Offer is terminated as a result of
the failure to satisfy the Minimum Condition (as defined hereinafter) if, at or
prior to the time of the termination, a Takeover Proposal (as defined in the
Merger Agreement; see Section 11) has become publicly known and (iii) in
certain other circumstances. See Section 11 for a discussion of the Transaction
Support Agreements.

The Company's Board of Directors, at a special meeting held on June 11,
2002, with one director absent, unanimously, (1) determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and
the Merger, are fair to the Company's stockholders and in the best interests of
the Company and its stockholders; (2) approved and adopted the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger;
and (3) recommended that the Company's stockholders (A) accept the Offer and
(B) if stockholder approval is necessary, approve the Merger Agreement and the
Merger. Accordingly, the Company's Board of Directors recommends that you
accept the Offer and tender all of your Shares pursuant to the Offer.

UBS Warburg LLC (together with its predecessor entities, "UBS Warburg"), the
financial advisor to the Company's Board of Directors, has delivered a written
opinion, dated June 12, 2002, to the effect that, as of the date of the
opinion, based on the assumptions, limitations and qualifications set forth in
the opinion, the consideration to be received by the Company's stockholders is
fair, from a financial point of view, to the Company's stockholders (other than
CEMEX and any of its affiliates). This opinion confirmed an oral opinion
delivered to the Company's Board of Directors delivered on June 11. The full
text of UBS Warburg's written opinion is included as Annex II to the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which is being mailed to stockholders concurrently with this Offer to Purchase.
Stockholders are urged to read the full text of such opinion carefully in its
entirety.

The Offer is conditioned upon, among other things, (1) there being validly
tendered (other than tenders by guaranteed delivery where actual delivery has
not occurred) in accordance with the terms of the Offer, and not withdrawn
prior to the expiration date of the Offer, that number of Shares that
represents at least a majority of the then outstanding Shares on a fully
diluted basis, after giving effect to the conversion or exercise of all
outstanding options, warrants and other rights and securities exercisable or
convertible into Company Common Stock, if any, whether or not exercised or
converted at the time of determination (the "Minimum Condition") and (2) any
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the regulations thereunder having expired or been terminated.
The Offer also is subject to certain other conditions that are described in
Section 15. Please read Section 15, which sets forth in full the conditions to
the Offer, and Section 16, which sets forth additional information about the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Purchaser's obligation to purchase Shares under the Offer is not conditioned on
any financing arrangements or subject to any financing condition. See Section 9
for a description of the Purchaser's financing arrangements.

The Company has represented to CEMEX that, as of March 31, 2002, there were
5,148,474 Shares issued and outstanding, no shares of the Company's preferred
stock issued and outstanding, 851,526 Shares issued and held in the treasury of
the Company and no options or other securities exercisable for or convertible
into Shares. Accordingly, it is anticipated that the Minimum Condition will be
satisfied if 2,574,238 Shares are tendered in the Offer and not withdrawn. See
Section 11.

The Merger Agreement provides that promptly upon the acceptance for purchase
of not less than a majority of the outstanding Shares on a fully diluted basis
by the Purchaser pursuant to the Offer, the Company's Board of Directors shall
elect such number of directors designated by CEMEX, rounded up to the next
whole number, to the Board of Directors such that the percentage of CEMEX's
designees on the Board of Directors shall equal the

8

percentage of the Shares owned of record or beneficially by CEMEX or its direct
or indirect subsidiaries (the "CEMEX Designees"). In connection with the
foregoing, the Company has taken all action necessary to permit the CEMEX
Designees to:

.   be elected to the Company's Board of Directors promptly following
consummation of the Offer, including without limitation, by increasing
the size of the Company's Board of Directors and obtaining the
resignation of such number of its current directors as is necessary to
permit the CEMEX Designees to be so elected; and

.   constitute at least the same percentage (rounded up to the next whole
number) as is on the Company's Board of Directors of

.   each committee of the Company's Board of Directors,

.   each board of directors (or similar body) of each subsidiary of the
Company, and

.   each committee (or similar body) of each board of directors (or
similar body) of each subsidiary of the Company.

Notwithstanding the foregoing, until the Effective Time, the Company's Board of
Directors shall have at least three directors who are directors of the Company
on the date of the Merger Agreement and who are not officers of the Company or
any of its subsidiaries (the "Independent Directors"); provided, however, that
in no event shall the requirement to have at least three Independent Directors
result in the CEMEX Designees constituting less than a majority of the
Company's Board of Directors unless CEMEX fails to designate a sufficient
number of persons to constitute at least a majority, and if the number of
Independent Directors is reduced below three for any reason (or if immediately
following consummation of the Offer there are not at least three then-existing
directors of the Company who are Qualified Persons (as defined below) and who
are willing to serve as Independent Directors), then the number of Independent
Directors required under the Merger Agreement shall be reduced to equal the
number of then-serving Independent Directors, unless the remaining Independent
Director or Independent Directors are able to identify a person or persons who
are not officers or affiliates of the Company, CEMEX or any of their respective
subsidiaries (any such person, a "Qualified Person") willing to serve as an
Independent Director, in which case such remaining Independent Director or
Independent Directors may (but are not required to) designate any such
Qualified Person or Qualified Persons to fill such vacancies, or if no
Independent Directors then remain, the CEMEX Directors may (but are not
required to) designate Qualified Persons to fill such vacancies, and such
persons shall be deemed to be Independent Directors for purposes of the Merger
Agreement. See Section 11.

The Merger is subject to the satisfaction or waiver of certain conditions,
including, if required, the approval and adoption of the Merger Agreement by
the affirmative vote of the holders of a majority of the outstanding shares of
the Company Common Stock. If the Minimum Condition is satisfied, the Purchaser
would have sufficient voting power to approve the Merger without the
affirmative vote of any other stockholder of the Company. The Company has
agreed, if required, to cause a meeting of its stockholders to be held as
promptly as practicable following consummation of the Offer for the purposes of
considering and taking action upon the approval and adoption of the Merger
Agreement. See Section 11.

This Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.

9

THE TENDER OFFER

1.  Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), the Purchaser will accept for payment and pay for all Shares
validly tendered on or prior to the Expiration Date (as defined below) and not
properly withdrawn as permitted under Section 4. The term "Expiration Date"
means 12:00 midnight, Eastern time, on Monday, July 29, 2002, unless the
Purchaser, in accordance with the Merger Agreement, extends the period during
which the Offer is open, in which event the term "Expiration Date" means the
latest time and date on which the Offer, as so extended (other than any
extension with respect to the Subsequent Offering Period described below),
expires.

The Offer is conditioned upon the satisfaction of the Minimum Condition and
the other conditions set forth in Section 15. Subject to the provisions of the
Merger Agreement, the Purchaser may waive any or all of the conditions to its
obligation to purchase Shares pursuant to the Offer (other than the Minimum
Condition). If by the initial Expiration Date or any extended Expiration Date
any of the conditions to the Offer have not been satisfied or waived, subject
to the provisions of the Merger Agreement, the Purchaser may elect to (i)
terminate the Offer and return all tendered Shares to tendering stockholders,
subject to the Purchaser's obligation to extend the Offer described below, (ii)
waive all of the unsatisfied conditions (other than the Minimum Condition) and,
subject to any required extension, purchase all Shares validly tendered by the
Expiration Date and not properly withdrawn or (iii) extend the Offer and,
subject to the right of stockholders to withdraw Shares until the new
Expiration Date, retain the Shares that have been tendered until the expiration
of the Offer as extended.

Subject to the terms of the Merger Agreement, the Purchaser may not, without
the prior written consent of the Company, (i) waive or change the Minimum
Condition or (ii) change the form of consideration to be paid, decrease the
Offer Price, decrease the number of Shares sought in the Offer, add to or
modify any of the conditions to the Offer set forth in Section 15, make any
other change in the terms of the Offer that is materially adverse to the
holders of the Shares or (except as provided in the next paragraph) change the
Expiration Date of the Offer.

Notwithstanding the foregoing and subject to the terms of the Merger
Agreement, the Purchaser may, without the consent of the Company, extend the
Expiration Date of the Offer:

(i) if, immediately before the scheduled or extended Expiration Date of the
Offer, any of the conditions to the Offer have not been satisfied or (to
the extent permitted) waived, until such conditions are satisfied or
waived;

(ii) for any period required by any rule, regulation, interpretation or
position of the Securities and Exchange Commission (the "SEC") or the
staff thereof applicable to the Offer or any period required by
applicable law; or

(iii) for up to ten additional business days in increments of not more than
two business days each (but in no event beyond the Termination Date (as
defined below), if, immediately prior to the scheduled or extended
Expiration Date of the Offer, the Shares tendered and not withdrawn
pursuant to the Offer constitute more than 80% but less than 90% of the
outstanding Shares, notwithstanding that all conditions to the Offer are
satisfied as of such Expiration Date; provided, that, in the case of any
extension under this clause (iii), CEMEX or the Purchaser may not
thereafter assert the failure of any of the conditions provided for in
clause (b)(ii) of Section 15 hereof, or for purposes of clauses (b)(iii)
or (c) of Section 15, a Company Material Adverse Effect (as defined in
the Merger Agreement; see "--The Merger Agreement--Representations and
Warranties" in Section 11 hereof) or a material breach of a
representation or warranty, in each such case, by reason of any event
other than a knowing, intentional breach by the Company occurring after
the initial extension under this clause (iii).

10

In addition, the Purchaser must, at the request of the Company, extend the
Offer for a period of time sufficient to provide the applicable Cure Period (as
defined below) to the Company in the event of a breach by the Company of a
representation, warranty, covenant or other agreement of the Company under the
Merger Agreement which breach, in the reasonable judgment of CEMEX, is capable
of being cured during the applicable Cure Period, provided that, at the time of
the then scheduled Expiration Date of the Offer, all other conditions to the
Offer have been satisfied or waived; and provided, further, that the Purchaser
is not required to extend the Offer for any Cure Period if the Company fails to
give to CEMEX notice of its receipt of knowledge of any such breach within four
business days of its receipt of such knowledge. For purposes of the Merger
Agreement, "Cure Period" means 30 days from the date on which the Company has
knowledge of a breach of a representation, warranty, covenant or other
agreement under the Merger Agreement, provided that in the event that the
Company first has knowledge of such a breach after the Initial Expiration Date
(as hereinafter defined), the Cure Period with respect to such breach shall not
extend beyond the then-scheduled expiration date of the Offer. As defined in
the Merger Agreement, "Initial Expiration Date" means 12:00 midnight Eastern
time on Monday, July 29, 2002.

Rule 14d-11 under the Exchange Act permits the Purchaser, subject to certain
conditions, to provide a subsequent offering period following the expiration of
the Offer on the Expiration Date (a "Subsequent Offering Period"). A Subsequent
Offering Period is an additional period of three business days to 20 business
days, beginning after the Purchaser purchases Shares tendered in the Offer,
during which stockholders may tender, but not withdraw, their Shares and
receive the Offer Price.

The Purchaser has the right to include a Subsequent Offering Period in the
event that the Minimum Condition has been satisfied but the Shares tendered and
not withdrawn pursuant to the Offer constitute less than 90% of the outstanding
shares of Company Common Stock as of the Expiration Date. Pursuant to Rule
14d-7 under the Exchange Act, no withdrawal rights apply to Shares tendered
during a Subsequent Offering Period and no withdrawal rights apply during the
Subsequent Offering Period with respect to Shares tendered in the Offer and
accepted for payment. During a Subsequent Offering Period, the Purchaser
promptly will purchase and pay the same price paid in the Offer for all Shares
tendered.

As agreed in the Merger Agreement, if any of the conditions to the Offer
(other than those set forth in clause (c) of Section 15) is not satisfied or
waived on any scheduled or extended Expiration Date of the Offer, the Purchaser
shall, and CEMEX shall cause the Purchaser to, extend the Offer if such
condition or conditions could reasonably be expected to be satisfied, from time
to time until such conditions are satisfied or waived; provided, that the
Purchaser shall not be required to extend the Offer beyond the earliest to
occur of (x) the Termination Date or (y) in the event that it has become
publicly known that any Takeover Proposal (as defined in the Merger Agreement;
see Section 11 "--The Merger Agreement--No Solicitation of Transactions") or
amended Takeover Proposal has been made, the expiration of the applicable
Rejection Period (as defined below) without such Takeover Proposal or amended
Takeover Proposal being publicly rejected by the Company. For the purposes of
the Merger Agreement, "Termination Date" means 90 days following commencement
of the Offer; provided, however, that if the condition with respect to the
Hart-Scott-Rodino Act described in clause (a)(ii) of Section 15 hereof is not
satisfied on or prior to such date, then the Termination Date shall be extended
until ten business days after such condition has been satisfied, but in no
event shall the Termination Date be extended beyond 180 days following
commencement of the Offer. As used in the Merger Agreement, "Rejection Period"
means (i) with respect to any Takeover Proposal, ten business days after the
earlier of the time of receipt by the Company of such Takeover Proposal or such
time as the Takeover Proposal has become publicly known; (ii) with respect to
an amendment to such Takeover Proposal, two business days after the earlier of
the time of receipt of such amended Takeover Proposal or such time as the
amended Takeover Proposal has become publicly known; and (iii) with respect to
any subsequent amendment to such Takeover Proposal (a "Subsequent Amendment"),
24 hours after the earlier of the time of receipt of such subsequently amended
Takeover Proposal or such time as the subsequently amended Takeover Proposal
has become publicly known. With respect to the foregoing, any Takeover Proposal
made by any Person (as defined in the Merger Agreement), any Affiliate (as
defined in the

11

Merger Agreement) of such Person, or group of Persons or their respective
Affiliates shall not be deemed to be a new Takeover Proposal if such Person,
Affiliate of such Person or member of a group with such Person or their
respective Affiliates previously has made a Takeover Proposal.

The rights reserved by the Purchaser with respect to extending, delaying and
terminating the Offer are in addition to the Purchaser's rights pursuant to
Section 15. Any extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by a public announcement thereof, such
announcement in the case of an extension to be made no later than 9:00 a.m.,
Eastern time, on the next business day after the previously scheduled
Expiration Date, in accordance with the public announcement requirements of
Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including
Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material
changes be promptly disseminated to stockholders in a manner reasonably
designed to inform them of such changes), and without limiting the manner in
which the Purchaser may choose to make any public announcement, the Purchaser
shall have no obligation to publish, advertise or otherwise communicate any
such public announcement other than by issuing a press release to Dow Jones
News Service.

If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment for Shares or it is unable to pay for
Shares pursuant to the Offer for any reason, then without prejudice to the
Purchaser's rights under the Offer, the Depositary may retain tendered Shares
on behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering stockholders are entitled to withdrawal rights as described
herein under Section 4. However, the ability of the Purchaser to delay the
payment for Shares that the Purchaser has accepted for payment is limited by
(i) Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by or on behalf of
stockholders promptly after the termination or withdrawal of such bidder's
offer, unless such bidder elects to offer a Subsequent Offering Period and pays
for the Shares tendered during the Subsequent Offering Period in accordance
with Rule 14d-11 under the Exchange Act, and (ii) the terms of the Merger
Agreement, which require that the Purchaser pay for Shares that are tendered
pursuant to the Offer as soon as practicable after the Offer.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will disseminate additional tender offer materials and
extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1
under the Exchange Act. The minimum period during which an offer must remain
open following material changes in the terms of the Offer, other than a change
in price, percentage of securities sought or inclusion of or changes to a
dealer's soliciting fee, will depend upon the facts and circumstances,
including the materiality, of the changes. In the SEC's view, an offer should
remain open for a minimum of five business days from the date the material
change is first published, sent or given to stockholders and, if material
changes are made with respect to information that approaches the significance
of price and share levels, a minimum of ten business days may be required to
allow for adequate dissemination to stockholders. Accordingly, if prior to the
Expiration Date the Purchaser decreases the number of Shares being sought or
increases or decreases the consideration offered pursuant to the Offer, and if
the Offer is scheduled to expire at any time earlier than the tenth business
day from the date that notice of such increase or decrease is first published,
sent or given to stockholders, the Offer will be extended at least until the
expiration of such tenth business day.

The Company has provided CEMEX with a list of its stockholders, mailing
labels and any available listing or computer file containing the names and
addresses of all record holders of Shares and lists in the Company's possession
or control of securities positions of Shares held in stock depositories, and
will provide to CEMEX such additional information (including updated lists of
stockholders, mailing labels and lists of securities positions) and such other
assistance as CEMEX may reasonably request in connection with the Offer. This
Offer to Purchase, the related Letter of Transmittal and other relevant
materials will be mailed to record holders of Shares whose names appear on the
Company's stockholder list and will be furnished, for subsequent transmittal to
beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing.

12

2.  Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment) and the satisfaction or earlier waiver of all the conditions to the
Offer set forth in Section 15, the Purchaser will accept for payment and will
pay for all Shares validly tendered (other than by guaranteed delivery where
actual delivery has not occurred) on or prior to the Expiration Date and not
properly withdrawn pursuant to the Offer as soon as it is permitted to do so
under applicable law. Subject to the Merger Agreement and compliance with Rule
14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to
delay payment for Shares in order to comply in whole or in part with any
applicable law. See Section 16.

In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (1) the
certificates evidencing such Shares (the "Share Certificates") or confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3, (2) the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees or, in the case of a book-entry
transfer, an Agent's Message (as defined below) in lieu of the Letter of
Transmittal and (3) any other documents required by the Letter of Transmittal.

For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered (other than by
guaranteed delivery where actual delivery has not occurred) and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit
of the Offer Price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payments from the Purchaser
and transmitting such payments to tendering stockholders whose Shares have been
accepted for payment. If, for any reason whatsoever, acceptance for payment of
any Shares tendered pursuant to the Offer is delayed, or the Purchaser is
unable to accept for payment Shares tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights under Section 1 hereof, the
Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn, except to the extent that the
tendering stockholders are entitled to withdrawal rights as described in
Section 4 and as otherwise required by Rule 14e-1(c) under the Exchange Act.

Under no circumstances will interest on the Offer Price for Shares be paid,
regardless of any delay in making such payment.

If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
evidencing unpurchased Shares will be returned, without expense to the
tendering stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility
pursuant to the procedure set forth in Section 3, such Shares will be credited
to an account maintained at the Book-Entry Transfer Facility), as promptly as
practicable following the expiration or termination of the Offer.

The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of its affiliates, the right to purchase
all or any portion of the Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve the Purchaser of its obligations under
the Offer and will in no way prejudice the rights of tendering stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer.

3.  Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders.  In order for a stockholder to tender Shares pursuant to the
Offer validly, either (1) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message (as
defined below) in lieu of

13

the Letter of Transmittal) and any other documents required by the Letter of
Transmittal must be received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase and either the Share
Certificates evidencing tendered Shares must be received by the Depositary at
such address or such Shares must be tendered pursuant to the procedure for
book-entry transfer described below and a Book-Entry Confirmation must be
received by the Depositary, in each case on or prior to the Expiration Date, or
(2) the tendering stockholder must comply with the guaranteed delivery
procedures described below.

The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.

Book-Entry Transfer.  The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the system of the Book-Entry
Transfer Facility may make a book-entry delivery of Shares by causing the
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery of
Shares may be effected through book-entry transfer at the Book-Entry Transfer
Facility, either the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, together with any required signature guarantees,
or an Agent's Message in lieu of the Letter of Transmittal, and any other
required documents, must, in any case, be received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase prior to
the Expiration Date, or the tendering stockholder must comply with the
guaranteed delivery procedure described below.

Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.

Signature Guarantees.  No signature guarantee is required on the Letter of
Transmittal (1) if the Letter of Transmittal is signed by the registered holder
of the Shares tendered therewith, unless such holder has completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on the Letter of Transmittal, or (2) if the Shares are
tendered for the account of a firm that is a participant in the Securities
Transfer Agents Medallion Program, or by any other "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 of the Exchange Act
(each, an "Eligible Institution" and collectively the "Eligible Institutions").
In all other cases, all signatures on a Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 1 of the Letter of
Transmittal. If a Share Certificate is registered in the name of a person or
persons other than the signer of the Letter of Transmittal, or if payment is to
be made or delivered to, or a Share Certificate not accepted for payment or not
tendered is to be issued, in the name of, a person other than the registered
holder(s), then the Share Certificate must be endorsed or accompanied by
appropriate duly executed stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Share Certificate, with the
signature(s) on such Share Certificate or stock powers guaranteed by an
Eligible Institution as provided in the Letter of Transmittal. See Instructions
1 and 5 of the Letter of Transmittal.

Guaranteed Delivery.  If a stockholder desires to tender Shares pursuant to
the Offer and the Share Certificates evidencing such stockholder's Shares are
not immediately available or such stockholder cannot deliver the Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date, or such stockholder cannot complete the procedure for delivery
by book-entry transfer on a timely basis, such Shares may nevertheless be
tendered; provided that all of the following conditions are satisfied:

(1) such tender is made by or through an Eligible Institution;

14

(2) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Purchaser, is received
prior to the Expiration Date by the Depositary as provided below; and

(3) the Share Certificates (or a Book-Entry Confirmation) evidencing all
tendered Shares, in proper form for transfer, in each case together with
the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message), and any other
documents required by the Letter of Transmittal are received by the
Depositary within three New York Stock Exchange trading days after the
date of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmission or mailed to the Depositary and must include a guarantee
by an Eligible Institution in the form set forth in the form of Notice of
Guaranteed Delivery made available by the Purchaser.

In all cases, Shares will not be deemed validly tendered unless a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) is
received by the Depositary.

The method of delivery of Share Certificates, the Letter of Transmittal and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering stockholder, and
the delivery will be deemed made only when actually received by the Depositary
(including, in the case of a book-entry transfer, receipt of a Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.

Determination of Validity.  All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Purchaser in its sole discretion,
which determination shall be final and binding on all parties. The Purchaser
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance for payment of which may, in the opinion
of its counsel, be unlawful. The Purchaser also reserves the absolute right to
waive any defect or irregularity in the tender of any Shares of any particular
stockholder, whether or not similar defects or irregularities are waived in the
case of other stockholders. No tender of Shares will be deemed to have been
validly made until all defects and irregularities have been cured or waived to
the satisfaction of the Purchaser. None of CEMEX, the Purchaser, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification. The Purchaser's
interpretation of the terms and conditions of the Offer (including the Letter
of Transmittal and the instructions thereto) will be final and binding.

Other Requirements.  By executing the Letter of Transmittal as set forth
above, a tendering stockholder irrevocably appoints designees of the Purchaser
as such stockholder's proxies, each with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
stockholder's rights with respect to the Shares tendered by such stockholder
and accepted for payment by the Purchaser (including, with respect to any and
all other Shares or other securities issued or issuable in respect of such
Shares on or after the date of this Offer to Purchase). All such proxies shall
be considered to be coupled with an interest in the tendered Shares. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts such Shares for payment. Upon such acceptance for payment, all prior
proxies given by such stockholder with respect to such Shares (and such other
Shares and securities) will be revoked without further action, and no
subsequent proxies may be given nor any subsequent written consent executed by
such stockholder (and, if given or executed, will not be deemed to be
effective) with respect thereto. The designees of the Purchaser will, with
respect to the Shares and other securities for which the appointment is
effective, be empowered to exercise all voting and other rights of such
stockholder as they in their sole discretion may deem proper at any annual or
special meeting of the Company's stockholders or any adjournment or
postponement thereof, by written consent

15

in lieu of any such meeting or otherwise. The Purchaser reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon the Purchaser's payment for such Shares, the Purchaser must be able to
exercise full voting rights with respect to such Shares.

The tender of Shares pursuant to any one of the procedures described above
will constitute the tendering stockholder's acceptance of the Offer, as well as
the tendering stockholder's representation and warranty that such stockholder
has the full power and authority to tender and assign the Shares tendered, as
specified in the Letter of Transmittal. The Purchaser's acceptance for payment
of Shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering stockholder and the Purchaser upon the terms and subject
to the conditions of the Offer.

Backup Withholding.  Under the "backup withholding" provisions of United
States federal income tax law, the Depositary may be required to withhold 30%
of the amount of any payments made pursuant to the Offer or the Merger, as the
case may be. In order to prevent backup federal income tax withholding with
respect to payments to certain stockholders of the Offer Price or the Merger
Consideration, as the case may be, for Shares purchased pursuant to the Offer
or the Merger, as the case may be, each such stockholder must provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") and certify that such stockholder is not subject to backup withholding
by completing the Substitute Form W-9 in the Letter of Transmittal. Certain
stockholders (including, among others, all corporations and certain foreign
individuals and foreign entities) are not subject to backup withholding. If a
stockholder does not provide its correct TIN or fails to provide the
certifications described above, the Internal Revenue Service may impose a
penalty on the stockholder and payment of cash to the stockholder pursuant to
the Offer or the Merger, as the case may be, may be subject to backup
withholding. All stockholders surrendering Shares pursuant to the Offer or the
Merger, as the case may be, should complete and sign the Substitute Form W-9
included in the Letter of Transmittal to provide the information necessary to
avoid backup withholding. Foreign stockholders and stockholders who are
residents of the Commonwealth of Puerto Rico should complete and sign Form
W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding (a copy of which may be obtained from the Depositary) or other
applicable Form W-8 in order to avoid backup withholding. See Instruction 8 of
the Letter of Transmittal.

4.  Withdrawal Rights.

Tenders of Shares made pursuant to the Offer are irrevocable, except that
such Shares tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date. However, Shares tendered in any Subsequent Offering
Period may not be withdrawn.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of this Offer to
Purchase. Any such notice of withdrawal must specify the name, address and
taxpayer identification number of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of such Shares, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the
physical release of such Share Certificates, the serial numbers shown on such
Share Certificates must be submitted to the Depositary and the signature(s) on
the notice of withdrawal must be guaranteed by an Eligible Institution, unless
such Shares have been tendered for the account of an Eligible Institution. If
Shares have been tendered pursuant to the procedure for book-entry transfer as
set forth in Section 3, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares.

If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment for Shares or it is unable to pay for
Shares pursuant to the Offer for any reason, then without prejudice to the
Purchaser's rights under the Offer, the Depositary may retain tendered Shares
on behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering stockholders are entitled to withdrawal rights as

16

described herein under Section 4. However, the ability of the Purchaser to
delay the payment for Shares that the Purchaser has accepted for payment is
limited by (i) Rule 14e-1(c) under the Exchange Act, which requires that a
bidder pay the consideration offered or return the securities deposited by or
on behalf of stockholders promptly after the termination or withdrawal of such
bidder's offer, unless such bidder elects to offer a Subsequent Offering Period
and pays for the Shares tendered during the Subsequent Offering Period in
accordance with Rule 14d-11 under the Exchange Act, and (ii) the terms of the
Merger Agreement, which require that the Purchaser pay for Shares that are
tendered pursuant to the Offer as soon as practicable after the Offer.

16.1

All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of CEMEX, the
Purchaser, the Depositary, the Information Agent or any other person will be
under duty to give notification of any defects or irregularities in any notice
of withdrawal or incur any liability for failure to give any such notification.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn
will thereafter be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be re-tendered at any time prior to the
Expiration Date or during the Subsequent Offering Period by following one of
the procedures described in Section 3.

No withdrawal rights will apply to Shares tendered during a Subsequent
Offering Period and no withdrawal rights apply during the Subsequent Offering
Period with respect to the Shares tendered in the Offer and accepted for
payment. See Section 1.

5.  Material United States Federal Income Tax Consequences.

The following is a summary of the material United States federal income tax
consequences of the Offer and the Merger to stockholders of the Company whose
Shares are tendered and accepted for payment pursuant to the Offer or whose
Shares are converted into the right to receive cash in the Merger. The
discussion is for general information only and does not purport to consider all
aspects of United States federal income taxation that might be relevant to
stockholders of the Company. The discussion is based on current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), existing, proposed
and temporary regulations promulgated thereunder and administrative and
judicial interpretations thereof, all of which are subject to change, possibly
with a retroactive effect. The discussion applies only to stockholders of the
Company who hold their Shares as capital assets within the meaning of Section
1221 of the Code. This discussion does not apply to Shares received pursuant to
the exercise of employee stock options or otherwise as compensation, or to
certain types of stockholders (such as insurance companies, tax-exempt
organizations, financial institutions, broker-dealers, stockholders who have
acquired the Shares as part of a straddle, hedge, conversion transaction or
other integrated investment, and persons who own or owned, directly or
indirectly, 10% or more of the total combined voting power of all classes of
stock of the Company entitled to vote) who may be subject to special rules.
This discussion does not discuss the United States federal income tax
consequences to any stockholder of the Company who, for United States federal
income tax purposes, is a non-resident alien individual, a foreign corporation,
a foreign partnership or a foreign estate or trust, nor does it consider the
effect of any foreign, state or local tax laws. If a partnership or other
entity treated as a partnership for United States federal income tax purposes
("Partnership") holds Shares, the tax treatment of an owner of the Partnership
will depend upon the status of the partner and the activities of the
Partnership. If a holder is a partner of a Partnership holding Shares, such
holder is urged to consult its tax advisors.

Because individual circumstances may differ, each stockholder should consult
his or her own tax advisor to determine the applicability of the rules
discussed below and the particular tax effects of the Offer and the Merger, on
a beneficial holder of Shares, including the application and effect of the
alternative minimum tax, and the tax laws of the Commonwealth of Puerto Rico
and any other state, local and foreign tax laws and of changes in such laws.

The exchange of Shares for cash pursuant to the Offer or the Merger will be
a taxable transaction for United States federal income tax purposes and
possibly for state, local and foreign income tax purposes as well. In general,
a stockholder who sells Shares pursuant to the Offer or receives cash in
exchange for Shares pursuant to the Merger will recognize gain or loss for
United States federal income tax purposes equal to the difference, if any,
between the amount of cash received and the stockholder's adjusted tax basis in
the Shares sold pursuant to the Offer or exchanged for cash pursuant to the
Merger. Gain or loss will be determined separately for each block of Shares
(i.e., Shares acquired at the same cost in a single transaction) tendered
pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain
or loss will be long-term capital gain or loss provided that a stockholder's
holding period for such Shares is more than one year at the time of
consummation of the Offer or the Merger, as the case may be. Capital gains
recognized by an individual upon a disposition of a Share that has

17

been held for one year or less will be subject to tax at ordinary income tax
rates. Capital gains recognized by an individual upon a disposition of a Share
that has been held for more than one year generally will be eligible for
reduced rates of taxation. Certain limitations apply to the use of a
stockholder's capital losses. Any gain or loss recognized upon a disposition of
a Share generally will be treated as United States source gain or loss for
United States federal income tax credit purposes.

Passive Foreign Investment Company.  The above discussion assumes that the
Company is not a passive foreign investment company ("PFIC") with respect to
any stockholder. Generally, the Company would be a PFIC with respect to a
stockholder if, during any year during such stockholder's holding period, 75%
or more of the Company's annual gross income consisted of certain "passive"
income or 50% or more of the average value of the Company's assets in any such
year consisted of assets that produced, or were held for the production of,
such passive income. Based on information provided to CEMEX by the Company,
CEMEX does not believe that the Company is a PFIC for the current year, and
CEMEX assumes that the Company was not a PFIC with respect to any previous year.

If the Company were a PFIC with respect to any stockholder, such stockholder
generally would be required to pay an interest charge together with tax
calculated at the maximum ordinary income tax rate with respect to its gain
from the disposition of Shares. This special PFIC rule generally would not
apply to the disposition of Shares, however, if the stockholder had made an
election to treat the Company as a qualified electing fund ("QEF Election") in
the first year of such stockholder's ownership of the Shares ("Initial Year").
If the stockholder did not make a QEF Election in the Initial Year but did make
a QEF Election in a subsequent year, the special PFIC rule also generally would
not apply if such stockholder had made an additional election ("Purging
Election") to recognize certain amounts into income with respect to its Shares
in the year the Purging Election was made.

Any stockholder who believes that the Company is or may be a PFIC with
respect such stockholder is urged to consult its tax advisors.

Backup Withholding.  A stockholder whose Shares are purchased in the Offer
or the Merger, as the case may be, may be subject to 30% backup withholding
unless certain information is provided to the Depositary or an exemption
applies. See Section 3.

6.  Price Range of Shares; Dividends.

The Shares are listed and traded on the New York Stock Exchange (the "NYSE")
under the symbol "PRN". The following table sets forth, for the quarters
indicated, the high and low sale prices per Share as well as the dividends paid
to stockholders for the periods indicated. Share prices are as reported on the
NYSE based on published financial sources.

Common
Stock
----------- ------ ---------
High      Low   Dividends
----------- ------ ---------

Fiscal Year 2000:
First Quarter.. U.S. $34.68 $27.87   $0.19
Second Quarter.       32.12  27.62    0.19
Third Quarter..       31.37  27.63    0.19
Fourth Quarter.       34.37  29.50    0.19

Fiscal Year 2001:
First Quarter.. U.S. $30.30 $24.00   $0.19
Second Quarter.       26.63  22.35    0.19
Third Quarter..       26.40  23.36    0.19
Fourth Quarter.       24.99  16.72    0.19

Fiscal Year 2002:
First Quarter.. U.S. $24.19 $18.45   $0.19
Second Quarter.       35.10  22.20    0.19

18

On June 11, 2002, the last full day of trading before the public
announcement of the execution of the Merger Agreement, the last sale price of
the Shares on the NYSE was U.S. $22.20 per Share; therefore, the offer price of
U.S. $35.00 per share represents a premium of approximately 58% over the last
sale price of the shares before we announced the execution of the Merger
Agreement. On June 28, 2002, the last full day of trading before the
commencement of the Offer, the closing price of the Shares on the NYSE was U.S.
$35.00 per Share. Stockholders are urged to obtain a current market quotation
for the Shares.

On June 26, 2002, the Company's Board of Directors declared a regular
quarterly dividend of U.S. $0.19 per Share. The record date for such dividend
is July 9, 2002. If stockholders hold shares on July 9, 2002, then such
stockholders will be paid such dividend by the Company on August 6, 2002, even
though it will be paid after the initially scheduled expiration of, and may be
paid after completion of, the Offer. Unless the tender offer is delayed
significantly, we do not expect that any additional dividends will be declared
or paid.

7.  Certain Information Concerning the Company.

General.  Puerto Rican Cement Company, Inc. is a corporation organized under
the laws of the Commonwealth of Puerto Rico with its principal offices located
at Amelia Industrial Park in Guaynabo, Puerto Rico and having a mailing address
of P.O. Box 364487, San Juan, Puerto Rico 00936-4487. The telephone number of
the Company is (787) 783-3000. The Company operates three principal business
segments: Cement Operations, Ready Mix Concrete Operations and an All Others
segment comprised of packaging, financing, lime, realty, transportation and
aggregates operations. The Company produces Portland grey cement which is used
primarily in the construction of residential, commercial and public buildings
and highways. The Company sells and distributes cement (both in bulk and
bagged) throughout Puerto Rico. Ready mix concrete is produced by a subsidiary
of the Company in batching plants by mixing controlled portions of cement,
aggregates, water and chemical additives which is delivered to construction
sites by concrete-mixer trucks. The Company sells this product to contractors
on public construction projects and to private residential and industrial
builders.

Available Information.  The Shares are registered under the Exchange Act.
Accordingly, the Company is subject to the informational reporting requirements
of the Exchange Act and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. Information as of particular
dates concerning the Company's directors and officers, their remuneration,
stock options granted to them, the principal holders of the Company's
securities and any material interest of such persons in transactions with the
Company is required to be disclosed in proxy statements distributed to the
Company's stockholders and filed with the SEC. Such reports, proxy statements
and other information can be inspected and copied at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at The
Woolworth Building, 233 Broadway, New York, New York 10279, 175 W. Jackson
Boulevard, Suite 900, Chicago, Illinois 60604 and 1401 Brickell Avenue, Suite
200, Miami, Florida 33131. Information regarding the public reference
facilities may be obtained from the SEC by telephoning 1-800-732-0330. The
Company's filings are also available to the public on the SEC's Internet site
(http://www.sec.gov). Copies of such materials may also be obtained by mail
from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

Certain Projections.  The Company does not, as a matter of course, make
public any forecasts as to its future financial performance. However, in
connection with CEMEX's review of the transactions contemplated by the Merger
Agreement, the Company provided CEMEX with certain projected financial
information concerning the Company for 2002. Such information included, among
other things, the Company's projections of revenues, income from operations and
net income. Set forth below is a summary of such projections. These projections
should be read together with the financial statements of the Company that can
be obtained from the SEC as described above.

Revenues.............. U.S. $143,291,120
Income from Operations        10,349,579
Net Income............         5,816,727

19

It is the understanding of CEMEX and the Purchaser that the projections were
not prepared with a view to public disclosure or compliance with published
guidelines of the SEC or the guidelines established by the American Institute
of Certified Public Accountants regarding projections or forecasts and are
included herein only because such information was provided to CEMEX and the
Purchaser in connection with their evaluation of a business combination
transaction. The projections do not purport to present operations in accordance
with generally accepted accounting principles, and the Company's independent
auditors have not examined or compiled the projections presented herein and
accordingly assume no responsibility for them. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from the projections. The Company has advised the
Purchaser and CEMEX that its internal financial forecasts (upon which the
projections provided to CEMEX and the Purchaser were based in part) are, in
general, prepared solely for internal use and capital budgeting and other
management decisions and are subjective in many respects and thus susceptible
to interpretations and periodic revision based on actual experience and
business developments. The projections also reflect numerous assumptions (not
all of which were provided to CEMEX and the Purchaser), all made by management
of the Company, with respect to industry performance, general business,
economic, market and financial conditions and other matters, all of which are
difficult to predict, many of which are beyond the Company's control, and none
of which were subject to approval by CEMEX or the Purchaser. Accordingly, there
can be no assurance that the assumptions made in preparing the projections will
prove accurate. It is expected that there will be differences between actual
and projected results, and actual results may be materially greater or less
than those contained in the projections. The inclusion of the projections
herein should not be regarded as an indication that any of CEMEX, the
Purchaser, the Company or their respective affiliates or representatives
considered or consider the projections to be a reliable prediction of future
events, and the projections should not be relied upon as such. None of CEMEX,
the Purchaser, the Company or any of their respective affiliates or
representatives has made or makes any representation to any person regarding
the ultimate performance of the Company compared to the information contained
in the projections, and none of them intends to update or otherwise revise the
projections to reflect circumstances existing after the date when made or to
reflect the occurrence of future events even in the event that any or all of
the assumptions underlying the projections are shown to be in error.

8.  Certain Information Concerning CEMEX and the Purchaser.

General.  CEMEX, S.A. de C.V. is a stock corporation with variable capital
organized under the laws of the United Mexican States with its principal
offices located at Ave. Constitucion 444 Pte., Monterrey, Nuevo Leon, Mexico
64000. The telephone number of CEMEX is (011-528) 328-3000 or 1-800-462-3639.
CEMEX is the third largest cement company in the world, based on installed
capacity as of December 31, 2001, of approximately 79.5 million metric tons,
and is one of the world's largest traders of cement and clinker, having traded
13.2 million metric tons of cement and clinker in 2001. CEMEX engages, through
its operating subsidiaries, primarily in the production, distribution,
marketing and sale of cement, ready-mix concrete and clinker. It is a global
cement manufacturer, with operations in North, Central and South America,
Europe, the Caribbean, Asia and Africa. As of December 31, 2001, CEMEX had
worldwide assets of U.S. $16.23 billion. On June 28, 2002, CEMEX had an equity
market capitalization of approximately U.S. $8.1 billion.

The Purchaser is Tricem Acquisition, Corp., a newly incorporated Puerto Rico
corporation. The Purchaser's principal offices are located at Tricem
Acquisition, Corp., c/o Rivera, Tulla & Ferrer, 50 Quisqueya Street, San Juan,
Puerto Rico 00917-1212, Attention: Eric Tulla. The telephone number for the
Purchaser is (212) 317-6008, Attention: Jose Antonio Gonzalez, Investor
Relations. The Purchaser is an indirect wholly owned subsidiary of CEMEX. The
Purchaser has not carried on any activities other than in connection with the
Merger Agreement.

The name, citizenship, principal business address, business phone number,
principal occupation or employment and five-year employment history for each of
the directors and executive officers of CEMEX and the Purchaser and certain
other information are set forth in Schedule I hereto. None of the persons
listed in Schedule I has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the persons listed in Schedule I has, during the past five years, been
a party to any judicial or administrative proceeding (except for matters that
were dismissed without sanction or settlement)

20

that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws.

Except as described in this Offer to Purchase, neither the Purchaser nor, to
the best knowledge of CEMEX and the Purchaser, any of the persons listed in
Schedule I to this Offer to Purchase or any associate or majority-owned
subsidiary of CEMEX or the Purchaser or any of the persons so listed
beneficially owns or has any right to acquire, directly or indirectly, any
Shares. Furthermore, none of CEMEX, the Purchaser nor, to the best knowledge of
CEMEX and the Purchaser, any of the persons or entities referred to above nor
any director, executive officer or subsidiary of any of the foregoing has
effected any transaction in the Shares during the past 60 days. Please see
Section 11 for a description of the Merger Agreement.

Except as provided in the Merger Agreement or the Confidentiality Agreement,
none of CEMEX, the Purchaser nor, to the best knowledge of CEMEX and the
Purchaser, any of the persons listed in Schedule I to this Offer to Purchase,
has any contract, arrangement, understanding or relationship with any other
person with respect to any securities of the Company, including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or voting of such securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of loans, guarantees against
loss, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.

Except as set forth above, none of CEMEX, the Purchaser nor, to the best
knowledge of CEMEX and the Purchaser, any of the persons listed on Schedule I
hereto, has had any business relationship or transaction with the Company or
any of its executive officers, directors or affiliates that is required to be
reported under the rules and regulations of the SEC applicable to the Offer.
Except as set forth in this Offer to Purchase, there have been no material
contacts, negotiations or transactions between CEMEX or any of its subsidiaries
or, to the best knowledge of CEMEX and the Purchaser, any of the persons listed
in Schedule I to this Offer to Purchase, on the one hand, and the Company or
its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.

9.  Source and Amount of Funds.

The Purchaser's obligation to purchase Shares under the Offer is not
conditioned on any financing arrangements or subject to any financing
condition.  The total amount of funds required by the Purchaser to consummate
the Offer and the Merger and to pay related fees and expenses is estimated to
be approximately U.S. $183 million. In addition, CEMEX may refinance all or a
portion of the Company's long term indebtedness and bank credit lines
concurrently with or following the consummation of the Offer or the Merger. The
Purchaser will obtain all necessary funds to consummate the Offer and the
Merger and, if it so chooses, to repay such long-term indebtedness from
intra-company loans and capital contributions from certain of CEMEX's
subsidiaries. These subsidiaries expect to fund the capital contributions and
loans to the Purchaser with capital contributions from CEMEX and borrowings
under a new credit facility to be entered into by such subsidiaries prior to
the consummation of the Offer. CEMEX intends to fund such capital contributions
from its internally generated free cash flow. CEMEX and such subsidiaries
expect to repay any amounts borrowed under the new credit facility through
internally generated free cash flow.

No alternative financing plans or arrangements have been made in the event
the subsidiaries of CEMEX making capital contributions and loans to the
Purchaser are unable to borrow the amounts anticipated under the proposed new
credit facility. In the event that financing is unavailable under the proposed
new credit facility or any alternative financing or arrangement, it is
anticipated that all of the funds necessary to consummate the Offer and the
Merger would come from capital contributions or intra-company loans to the
Purchaser from subsidiaries of CEMEX, which in turn would be funded from
CEMEX's internally generated free cash flow.

21

10.  Background of the Offer; Past Contacts or Negotiations with the Company.

For a number of years, CEMEX and the Company have had occasional contacts,
mainly dealing with white cement trading in the Caribbean region. During the
second half of 2000, UBS Warburg approached CEMEX to inform CEMEX that UBS
Warburg had been retained by the Company to assist the Company in considering
its strategic alternatives.

CEMEX and the Company signed a confidentiality agreement on June 7, 2000,
following which UBS Warburg provided CEMEX with preliminary evaluation material
to make an initial indication of value for the Company. CEMEX reviewed the
preliminary evaluation material and submitted a non-binding proposal of $36 per
share on June 21, 2000. UBS Warburg indicated to CEMEX that the Company would
prefer a proposal in which the price per share "starts with a 4." CEMEX
increased its proposal to $40 per share. The Company invited CEMEX to perform
due diligence.

During the first week of August 2000, a team assembled by CEMEX visited
Puerto Rico for the management presentation, the data room visit and the plant
visit, following which it reconfirmed its non-binding proposal of $40 per share
on September 1, 2000. The Company and UBS Warburg asked CEMEX to increase its
offer and, on September 21, 2000, CEMEX submitted a revised proposal of $42 per
share. The Company and CEMEX continued negotiations of the specific terms of
this revised proposal of $42 per share for several weeks, but, in early October
2000, CEMEX was forced to withdraw from the negotiations due to the financial
obligation assumed by CEMEX in relation to its then pending acquisition of
Southdown, Inc.

CEMEX and the Company continued conversations concerning a possible
cooperation agreement between the Company and CEMEX, but the cooperation
agreements never crystallized.

During 2001 and early 2002, there were occasional conversations between UBS
Warburg and representatives of CEMEX concerning industry developments and the
Company. In April, 2002, CEMEX contacted UBS Warburg to discuss various
developments in the cement industry, and in connection with such discussions
CEMEX inquired as to whether the Company was interested in pursuing a possible
transaction at that time. On May 14, 2002, a meeting was held in New York
between UBS Warburg and the Company and representatives of CEMEX for this
purpose. On May 17, 2002, over several telephone conversations, CEMEX proposed
an offer price of $35 per share, which Company management agreed to take to the
Company's Board of Directors, subject to negotiation and execution of mutually
acceptable agreements between CEMEX and the Company.

CEMEX retained Goldman, Sachs & Co. to advise on the transaction and
retained Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel. CEMEX and
the Company entered into a new confidentiality agreement on May 24, 2002 (the
"Confidentiality Agreement"). CEMEX and its advisors engaged in negotiations
with the Company and its advisors during the week of June 3, 2002 in New York
to agree on terms and conditions acceptable for the proposed transaction.

Definite agreements were signed late in the day on June 11, 2002 in San
Juan, Puerto Rico and the transaction was publicly announced the following day.

11.  The Merger Agreement and the Transaction Support Agreements.

THE MERGER AGREEMENT

The following is a summary description of the material provisions of the
Merger Agreement. This summary is qualified in its entirety by reference to the
complete text of the Merger Agreement, which has been filed as an exhibit to
the Schedule TO filed by CEMEX and the Purchaser with the SEC and is
incorporated herein by reference.

22

The Offer

Terms of the Offer.  The Merger Agreement provides for the commencement by
the Purchaser of the Offer on the terms set forth in Section 1 hereof.

Conditions to the Offer.  The Purchaser's obligation to accept for payment
and pay for any Shares tendered in the Offer is subject to the satisfaction of
the Minimum Condition and the other conditions that are described in Section 15
hereof.

Amendment of the Offer.  The Purchaser expressly reserves the right, subject
to compliance with the Exchange Act, to waive any of the conditions to the
Offer and to make any change in the terms of or conditions to the Offer;
provided that, without the prior written consent of the Company, which consent
must be expressly authorized by the Company's Board of Directors, (i) the
Minimum Condition may not be waived or changed and (ii) no change may be made
that changes the form of consideration to be paid, decreases the Offer Price,
decreases the number of Shares sought in the Offer, adds to or modifies any of
the conditions to the Offer set forth in the Merger Agreement, makes any other
change in the terms of the Offer that is materially adverse to the holders of
the Shares or (except as described in Section 1 hereof) changes the expiration
date of the Offer.

Prompt Payment for Shares After Closing of the Offer.  Subject to the
conditions of the Offer, the Purchaser will accept for payment and pay for, as
promptly as practicable after the expiration of the Offer, all Shares validly
tendered and not properly withdrawn in the Offer.

The Merger

Terms of the Merger.  The Merger Agreement provides that at the Effective
Time of the Merger the Company and the Purchaser will consummate the Merger
pursuant to which the Purchaser will be merged with and into the Company, the
separate corporate existence of the Purchaser will cease and the Company will
be the Surviving Corporation and will continue its corporate existence under
Puerto Rico laws as an indirect wholly owned subsidiary of CEMEX.

Effective Time of the Merger.  On the date of closing of the Merger, or such
other date as is mutually agreed upon by CEMEX and the Company, CEMEX, the
Purchaser and the Company will file with the Department of State of Puerto Rico
a certificate of merger or other appropriate documents executed and
acknowledged in accordance with the relevant provisions of the PRGCL and will
make all other filings or recordings required under the PRGCL. The Merger will
become effective on the later of the date on which of merger certificate has
been duly filed with the Department of State of Puerto Rico or at such time as
is agreed upon by the parties and specified in the certificate of merger.

Certificate of Incorporation; By-laws.  The certificate of incorporation of
the Company in effect immediately prior to the Effective Time of the Merger
will be the certificate of incorporation of the Surviving Corporation until
thereafter amended in accordance with the PRGCL. The by-laws of the Company in
effect immediately prior to the Effective Time of the Merger will be the
by-laws of the Surviving Corporation until thereafter amended as provided under
applicable Puerto Rico law.

Directors and Officers.  From and after the Effective Time of the Merger and
in each case until the earlier of their resignation or the next annual
stockholders' meeting of the Surviving Corporation and until their respective
successors are duly elected or appointed and qualified, the directors of the
Purchaser immediately prior to the Effective Time of the Merger will be the
initial directors of the Surviving Corporation, and the officers of the Company
immediately prior to the Effective Time of the Merger will, subject to the
applicable provisions of the certificate of incorporation and by-laws of the
Surviving Corporation, be the officers of the Surviving Corporation until the
earlier of their resignation or their respective successors are duly elected or
appointed and qualified.

Conversion of Securities; Exchange of Certificates

Conversion of Company Shares.  At the Effective Time of the Merger and
without any action on the part of the holders of any Shares or any shares of
capital stock of the Purchaser:

23

.   Purchaser Capital Shares.  Each share of common stock of the Purchaser
issued and outstanding immediately prior to the Effective Time shall be
converted into and become one fully paid and nonassessable share of
Surviving Corporation common stock.

.   Cancellation of Treasury Shares and Purchaser-owned Shares.  All Shares
that are owned by the Company, any subsidiary of the Company, CEMEX or
any subsidiary of CEMEX immediately prior to the Effective Time will be
cancelled and retired and will cease to exist and no consideration will
be delivered in exchange of such Shares.

.   Conversion of Company Shares.  Each Share (other than Shares to be
cancelled as mentioned above and any Shares held by stockholders who have
perfected their appraisal rights under the PRGCL, if any) issued and
outstanding immediately prior to the Effective Time shall be converted
into the right to receive the Merger Consideration of U.S. $35.00 per
Share, net to the seller in cash, without interest, upon surrender of the
certificate or certificates (if any) formerly representing the Shares.

As of the Effective Time of the Merger, all Shares of the Company will no
longer be outstanding and automatically will be cancelled and retired and will
cease to exist, and each holder of a certificate formerly representing any such
Shares will cease to have any rights with respect thereto, except the right to
receive the Merger Consideration as described above.

Exchange of Certificates.  From and after the Effective Time of the Merger,
CEMEX will deposit sufficient U.S. funds to pay the Merger Consideration into
an exchange fund administered by a bank or trust company acceptable to the
Company (the "Paying Agent") to receive in trust the funds to which Company
stockholders will become entitled. The Paying Agent will invest these funds as
directed by CEMEX on a daily basis. CEMEX and the Surviving Corporation will
replace any monies lost through this investment. Any interest or other income
resulting from this investment will be the exclusive property of CEMEX.

As soon as reasonably practicable after the Effective Time, the Paying Agent
will mail to each record holder of Shares whose Shares were converted into the
right to receive the Merger Consideration: (1) a letter of transmittal; and (2)
instructions on effecting the surrender of certificates formerly representing
Shares in exchange for the Merger Consideration.

At the Effective Time, the stock transfer books of the Company will be
closed and thereafter there will be no further registration of transfers of the
Shares on the records of the Company. From and after the Effective Time, the
holders of certificates formerly evidencing ownership of the Shares outstanding
immediately prior to the Effective Time will cease to have any rights with
respect to the Shares, except as otherwise provided for herein or by applicable
law, subject, however, to the Surviving Corporation's obligation to pay any
regular quarterly dividends with a record date prior to the Effective Time.

Termination of the Fund; No Liability.  Any portion of the exchange fund
that remains undistributed to Company stockholders for six months after the
Effective Time of the Merger will be delivered to the Surviving Corporation,
upon demand. After such period, any Company stockholders who have not by that
time complied with the exchange procedures set forth in the Merger Agreement
must look solely to the Surviving Corporation only as general creditors thereof
with respect to the Merger Consideration payable upon due surrender of their
certificates, without any interest thereon. Notwithstanding the foregoing, none
of CEMEX, the Purchaser, the Surviving Corporation or the Paying Agent will be
liable to any holder of a certificate formerly representing Shares for Merger
Consideration delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law.

The Company Board of Directors

Upon the consummation of the Offer, CEMEX will be entitled to designate for
appointment or election to the Company's Board of Directors a number of
directors, rounded up to the next whole number, on the Company's Board of
Directors such that the percentage of CEMEX's designees on the Board of
Directors shall

24

equal the percentage of the outstanding Shares owned of record or beneficially
by CEMEX and its direct or indirect subsidiaries, including the Purchaser. The
Company has taken all action necessary to permit CEMEX's designees to (i) be
elected to the Company's Board of Directors promptly following consummation of
the Offer, including by increasing the size of the Company's Board of Directors
and obtaining the resignations of incumbent directors and (ii) constitute at
least the same percentage (rounded up to the next whole number) as is on the
Company's Board of Directors of each committee of the Company's Board of
Directors and each board of directors (or similar body) of each subsidiary of
the Company (and each committee of such boards). Notwithstanding the foregoing,
until the Effective Time of the Merger, the Company's Board of Directors shall
have at least three directors who are directors of the Company on the date of
the Merger Agreement and who are not officers of the Company or any of its
subsidiaries, whom we refer to as the "Independent Directors."

The Merger Agreement provides that the Company's obligation to appoint
CEMEX's designees to Company's Board of Directors is subject to Section 14(f)
of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company will
promptly take all actions, and will include in the Schedule 14D-9, such
information with respect to the Company and its officers and directors as
Section 14(f) and Rule 14f-1 require. This information is reflected in the
Schedule 14D-9, which is being mailed to stockholders with this Offer To
Purchase.

Following the election or appointment of CEMEX's designees and until the
Effective Time of the Merger, the approval by a majority of the Independent
Directors then in office will be required to authorize any amendment or
termination of the Merger Agreement by the Company, any extension of time for
performance of any obligation or action under the Merger Agreement by CEMEX or
the Purchaser or any waiver or exercise of any of the Company's rights under
the Merger Agreement.

Representations and Warranties

The Merger Agreement contains a number of customary representations and
warranties relating to each of the parties and their ability to consummate the
Offer and the Merger. Among others, the Company made representations and
warranties to CEMEX and the Purchaser regarding:

.   organization, good standing and qualification to do business;

.   subsidiaries;

.   absence of breach of the articles of incorporation, by-laws, law or other
agreements as a result of the transactions contemplated by the Merger
Agreement;

.   corporate authority to enter into the Merger Agreement;

.   capitalization;

.   governmental consents, approvals, orders and authorizations required in
connection with the transaction contemplated by the Merger Agreement,
including approval by the Company's Board of Directors of the
transactions contemplated by the Merger Agreement and the Transaction
Support Agreements under Article TENTH of the Company's certificate of
incorporation, which limits certain business combination transactions
without the prior approval of the Board of Directors;

.   compliance with laws;

.   SEC filings and financial statements since December 31, 1999;

.   information provided for inclusion in the Schedule 14D-9 and this Offer
To Purchase;

.   absence of certain changes and events since December 31, 2001;

.   absence of litigation;

.   properties, encumbrances and leases;

.   employee benefit plans;

25

.   books and records;

.   taxes;

.   intellectual property;

.   brokers, schedule of fees and expenses;

.   environmental matters;

.   takeover statutes;

.   voting requirements and board approval;

.   opinion of financial advisor;

.   contracts;

.   plants and equipment;

.   labor and employment matters;

.   insurance; and

.   certain loans and loan commitments of Ponce Capital Corp., a wholly owned
subsidiary of the Company.

Among others, CEMEX and the Purchaser made representations and warranties to
the Company regarding:

.   due organization and good standing;

.   corporate authority to enter into the Merger Agreement;

.   broker's or finder's fee;

.   ownership of capital stock;

.   no prior activities; and

.   sufficient funds.

Certain of the representations and warranties of the Company are qualified
by a material adverse effect standard. A material adverse effect with respect
to the Company is any event or effect that has:

.   a material adverse effect on the ability of the Company to perform in all
respects its obligations under the Merger Agreement or to consummate the
transactions contemplated by the Merger Agreement;

.   a material adverse effect on the business, assets, liabilities, financial
condition or results of operations of the Company and its subsidiaries,
taken as a whole;

.   as to matters which can reasonably be quantified in economic terms, any
effect which has resulted in or would be reasonably expected to result
in, with respect to the Company and its subsidiaries, taken as a whole, a
diminution or decrease in the value of properties or assets, an increase
in liabilities or obligations (whether accrued, contingent or otherwise),
an adverse change in the cash flows, business or financial condition, or
any combination thereof involving, individually or in the aggregate, with
respect to all applicable representations or warranties, more than U.S.
$15 million in the aggregate; provided, that, in calculating such amount,
any amounts which are included in certain "basket" exceptions to
representations, warranties and covenants of the Company set forth in the
Merger Agreement relating to (1) "off-balance sheet" financings or
similar transactions, (2) investigations, actions, suits or proceedings,
(3) contracts between the Company or its subsidiaries and any director,
officer or employee of the Company or its subsidiaries, any affiliate of
any director, officer or employee of the Company or its subsidiaries or
any Person the equity interests of which are more that 5% owned by any
director, officer or employee of the Company or its subsidiaries and (4)
certain amounts which may be paid in connection with the settlement of
investigations, actions, suits or proceedings, will be included in the
determination of whether such U.S. $15 million amount is exceeded; or

26

.   a material adverse effect on the long-term ability of the Company and its
subsidiaries, taken as a whole, to continue their operations or to obtain
their required supply of raw materials or other production inputs;

except that any effect relating to (a) any changes or developments in the
economy in general, the cement, ready mix or construction industries in Puerto
Rico generally or effects of weather or meteorological events or acts of
terrorism or war, provided that the Company and its subsidiaries are not
affected by such changes or effects in a materially disproportionate manner as
compared to other companies in such industries in Puerto Rico, or (b) the
negotiation, announcement, execution, delivery, consummation or anticipation of
the transactions contemplated by, or compliance with, the Merger Agreement and
the transactions contemplated by the Merger Agreement, shall be excluded for
purposes of determining whether a material adverse effect has occurred.

Conduct of Business Pending the Merger

Conduct of Business of the Company Pending the Merger.  The Company has
agreed that, from the date of the Merger Agreement to the Effective Time of the
Merger, except as permitted, required or expressly contemplated by any other
provision of the Merger Agreement or as set forth in the Company's disclosure
schedule delivered to CEMEX, unless CEMEX otherwise consents in writing:

.   the Company and each of its subsidiaries shall conduct their respective
operations only according to their ordinary and usual course of business
consistent with past practice and shall use their reasonable best efforts
to preserve intact their respective business organizations, keep
available the services of their officers and employees and maintain
satisfactory relationships with those persons having significant business
relationships with them.

The Company also has agreed that neither it nor any of its subsidiaries
will, except as permitted, required or expressly contemplated by any other
provision of the Merger Agreement or as set forth in the disclosure schedule
delivered by the Company to CEMEX, unless CEMEX otherwise consents in writing:

.   make any change in or amendment to its certificate or articles of
incorporation or its by-laws or similar organizational documents;

.   issue or sell, or authorize to issue or sell, any shares of its capital
stock, voting debt or any other securities, or issue or sell, or
authorize to issue or sell, any securities convertible into, or options,
warrants or rights to purchase or subscribe for, or enter into any
arrangement or contract with respect to the issuance or sale of, any
shares of its capital stock, voting debt or any other securities, or make
any other changes in its capital structure;

.   declare, pay or set aside any dividend or other distribution or payment
with respect to, or split, combine, redeem or reclassify, or purchase or
otherwise acquire, any shares of its capital stock or its other
securities, other than (A) normal quarterly cash dividends not in excess
of U.S. $0.19 per share declared and paid in accordance with the
Company's past dividend policy, provided that the timing of the
declaration, record and payment dates, shall be the same dates as were
used by the Company in the last calendar year, or, if any such date shall
not be a business day, the next succeeding business day, and provided
further, that no such cash dividends shall be declared after consummation
of the Offer or (B) dividends payable by a wholly owned subsidiary of the
Company to the Company or another wholly owned subsidiary of the Company;

.   make any capital expenditures or incur any obligations or liabilities in
respect thereof, except (A) with respect to expansion projects,
expenditures for such projects which are consistent with the budget for
the Company provided to CEMEX, (B) expenditures required for maintenance
and replacement in the ordinary course of business not to exceed the
amounts provided for maintenance and replacement in the Company budget
and (C) capital expenditures outside the scope of the Company budget that
do not exceed U.S. $250,000 in the aggregate;

27

.   acquire or agree to acquire (A) by merging or consolidating with, or by
purchasing a substantial portion of the assets of, or by any other
manner, any business or any corporation, partnership, joint venture,
association or other business organization or division thereof (excluding
any of the Company's subsidiaries) or (B) any assets, including real
estate, except purchases of inventory, equipment, or other non-material
assets in the ordinary course of business consistent with the Company
budget;

.   (A) except to the extent required under existing Company benefit plans as
in effect on the date of the Merger Agreement, increase the compensation
or fringe benefits of any of its directors, officers or employees or
grant any severance or termination pay not currently required to be paid
under existing severance plans; (B) enter into any employment or
consulting agreement or arrangement with any present or former director
or officer of the Company or any of its subsidiaries, or any employment
or consulting agreement with any other employee of the Company or any of
its subsidiaries; or (C) except in the ordinary course of business
consistent with past practice and to the extent necessary to fill
vacancies, hire or agree to hire, or enter into any written employment
agreement with, any new or additional employee or officer having an
annual base salary of U.S. $40,000 or more or, in the aggregate, annual
base salaries of U.S. $500,000 or more;

.   except as required to comply with applicable law or expressly provided in
the Merger Agreement, (A) adopt, enter into, terminate or amend any
Company benefit plan, collective bargaining agreement or other
arrangement for the current or future benefit or welfare of any director,
officer or current or former employee, (B) pay any benefit not required
under any Company benefit plan, accelerate the payment, right of payment
or vesting of any bonus, severance, profit sharing, retirement, deferred
compensation, stock option, insurance or other compensation or benefits,
(C) grant any awards under any bonus, incentive, performance or other
compensation plan or arrangement or Company benefit plan (including the
grant of stock options, stock appreciation rights, stock based or stock
related awards, performance units or restricted stock, or the removal of
existing restrictions in any Company benefit plans or agreements or
awards made thereunder) or (D) except as required by the current terms
thereof take any action to fund or in any other way secure the payment of
compensation or benefits under any employee plan, agreement, contract or
arrangement or Company benefit plan;

.   transfer, lease (as lessor), license, sell, mortgage, pledge, dispose of,
encumber or subject to any lien, any assets, other than in the ordinary
course of business and consistent with past practice, except as provided
for in the Merger Agreement or in an amount in the aggregate not to
exceed U.S. $250,000;

.   except as required by applicable law or U.S. generally accepted
accounting principles, make any change in its methods of accounting;

.   adopt or enter into a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
other reorganization of the Company or any of its subsidiaries (other
than the Merger), except as provided for in the Merger Agreement;

.   (A) incur any long-term indebtedness (other than under existing revolving
credit facilities, as may be amended as contemplated by the Merger
Agreement) or, except in the ordinary course of business consistent with
past practice, any short-term indebtedness; (B) modify any material
indebtedness or other liability; (C) assume, guarantee, endorse or
otherwise become liable or responsible (whether directly, contingently or
otherwise) for the obligations or indebtedness of any other person; (D)
make any loans, advances or capital contributions to, or investments in,
any other person (other than in or to wholly owned subsidiaries of the
Company, or by wholly owned subsidiaries to the Company, or customary
loans or advances to employees); (E) other than with respect to the
settlement of any claim that is completely covered (other than with
respect to deductibles to the Company's insurance policies) by the
Company's insurance carrier, settle any claims against the Company or any
of its subsidiaries where the amounts payable by the Company and its
subsidiaries would exceed U.S. $25,000 individually or U.S. $250,000 in
the aggregate, but in each such case without admission of liability; or
(F) except in the ordinary course of business consistent with past
practice, enter into any material commitment or transaction;

28

.   pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise),
other than the payment, discharge or satisfaction of any such claims,
liabilities or obligations, in the ordinary course of business and
consistent with past practice, or of claims, liabilities or obligations
reflected or reserved against in, or contemplated by, the financial
statements of the Company;

.   enter into any agreement, understanding or commitment (including with any
antitrust authority) that contains any material prohibition on the
conduct of any business or line of business, or any material limitation
on the scope of business that may be conducted, by the Company or any of
its subsidiaries, including geographic limitations on the Company's or
any of its subsidiaries' activities;

.   (A) announce, implement or effect any material reduction in labor force,
lay-off, early retirement program, severance program or other program or
effort concerning the termination of employment of employees of the
Company or its subsidiaries; provided, however, that routine employee
terminations for cause shall not be considered subject to this
restriction or (B) terminate the employment of any officer of the Company
other than for cause or agree that any voluntary termination of
employment by an officer of the Company occurring prior to the Effective
Time shall be treated as having been with "good reason";

.   take any action, which would, directly or indirectly, restrict or impair
the ability of CEMEX to vote, or otherwise exercise the rights and
receive the benefits of a stockholder with respect to, securities of the
Company acquired by the Purchaser in the Offer or the Merger, or permit
any stockholder to acquire securities of the Company on a basis not
available to CEMEX or the Purchaser in the event that CEMEX or the
Purchaser were to acquire any additional Shares or approve any "Business
Combination" (as defined in Article TENTH of the Company's certificate of
incorporation) with any person other than CEMEX and the Purchaser for the
purposes of Article TENTH of the Company's certificate of incorporation;

.   enter into any material contract, or terminate or materially modify or
amend any such material contract to which it is a party or waive or
assign any of its material rights or claims except in the ordinary course
of business consistent with past practice;

.   other than consistent with past practice or as required by a change in
law or required by law because of a change in facts, make any tax
election or enter into any settlement or compromise of any liability for
taxes that in either case is material;

.   permit any insurance policy, other than a policy providing coverage for
losses not in excess of U.S. $25,000, naming it as a beneficiary or a
loss payable payee to be cancelled or terminated, other than pursuant to
an expiration in accordance with its terms, unless a new policy with
substantially similar coverage is in effect as of the date of such
cancellation or termination; or

.   agree or commit, in writing or otherwise, to take any of the foregoing
actions.

The Company further has agreed that it will not, and will not permit any of
its subsidiaries to, take any action that would, or would reasonably be
expected to, result in any of the conditions to the Offer not being satisfied
or result in a material adverse effect on the Company and shall not
intentionally take or permit any of its subsidiaries to take any action that
would, or would reasonably be expected to, result in any of its representations
and warranties set forth in the Merger Agreement becoming untrue in any respect.

Additional Agreements

The Company and CEMEX have agreed to certain additional matters in the
Merger Agreement. The following summarizes the more significant of these
agreements:

29

Access to Information.  During the period commencing on the date of the
Merger Agreement and ending on the earliest of the closing date of the Merger,
the date on which the Merger Agreement is terminated in accordance with its
terms and July 18, 2002, the Company will, and will cause its subsidiaries to:

.   upon reasonable notice, afford CEMEX, and CEMEX's counsel, accountants,
consultants, financing sources and other authorized representatives,
access during normal business hours to its and the Company's
subsidiaries' executive officers, properties, books and records in order
that they may have the opportunity to make such investigations as they
shall reasonably deem necessary of the Company's and its subsidiaries'
affairs, including, without limitation, operational, market, financial,
legal, environmental, building and mechanical inspections (including,
without limitation, subsurface or other physically invasive
investigations) and title and survey due diligence; if, however, as of
July 18, 2002 or any date thereafter it has come to the attention of
CEMEX that there has been a breach by the Company of a representation,
warranty or covenant under the Merger Agreement, CEMEX's access will be
extended for so long as, and only to the extent necessary for, CEMEX to
continue to investigate the matters causing or otherwise relating to any
such breach or, if later, until the expiration of any Cure Period
relating to such breach and provided, further, that all such access shall
be reinstated promptly upon consummation of the Offer; such investigation
shall not, however, affect the representations and warranties made by the
Company in the Merger Agreement; and

.   furnish promptly to CEMEX and the Purchaser a copy of each form, report,
schedule, statement, registration statement and other document filed by
it during such period pursuant to the requirements of Puerto Rico,
federal, state or foreign securities laws and all other information
concerning the Company's or its subsidiaries' business, properties and
personnel as CEMEX or Purchaser may reasonably request.

All information exchanged pursuant to this provision of the Merger Agreement
will be kept confidential in accordance with the confidentiality agreement
between CEMEX and the Company.

Company Stockholder Meeting.  If required by applicable law, the Company,
acting through its Board of Directors, will, in accordance with applicable law
duly call, give notice of, convene and hold a special meeting of the Company
stockholders as soon as reasonably practicable after the acceptance for payment
of the Shares pursuant to the Offer, for the purpose of considering and taking
action upon the approval of the Merger and the adoption of the Merger Agreement.

In connection with the Company stockholder meeting, if any, the Company has
agreed to:

.   prepare and file with the SEC a preliminary proxy or information
statement in accordance with the Exchange Act relating to the Merger and
the Merger Agreement and use its reasonable best efforts to obtain and
furnish the information required to be included by the Exchange Act and
the SEC in the proxy statement or information statement and, after
consultation with CEMEX, to respond promptly to any comments made by the
SEC with respect to the preliminary proxy or information statement and
cause a definitive proxy or information statement, including any
amendment or supplement thereto, to be mailed to its stockholders,
provided that no amendment or supplement to the proxy statement or
information statement will be made by the Company without consultation
with CEMEX and its counsel;

.   include in the proxy statement or information statement the
recommendation of the Company's Board of Directors that stockholders of
the Company vote in favor of approval of the Merger and adoption of the
Merger Agreement; and

.   if proxies are solicited from Company stockholders, use reasonable best
efforts to solicit from its stockholders proxies, and to take all other
action necessary and advisable, to secure the vote of stockholders
required by applicable law and the Company's certificate of incorporation
or by-laws to obtain the approval for the Merger Agreement and the Merger.

30

No Solicitation of Transactions.  The Merger Agreement provides that the
Company shall, and shall cause its affiliates, officers, directors, employees,
financial advisors, attorneys and other advisors, representatives and agents
to, immediately cease any existing activities, discussions or negotiations
conducted with any parties other than CEMEX or the Purchaser with respect to
any Takeover Proposal (as defined below). In addition, the Company has agreed
not to and has agreed that it will not authorize or permit any of its
affiliates or any representative of it or any of its affiliates, to:

.   directly or indirectly solicit, facilitate, initiate, or encourage the
making or submission of, any Takeover Proposal (including, without
limitation, taking any action which would make Article TENTH of the
Company's certificate of incorporation not applicable to a Takeover
Proposal);

.   enter into any agreement, arrangement or understanding with respect to
any Takeover Proposal or enter into any agreement, arrangement or
understanding requiring it to abandon or terminate the Merger Agreement
or to fail to consummate the Merger or any other transaction contemplated
by the Merger Agreement;

.   initiate or participate in any discussions or negotiations regarding, or
furnish or disclose to any person (other than a party to the Merger
Agreement) any information with respect to, or take any other action
intentionally to facilitate or in furtherance of any inquiries or the
making of any proposal that constitutes, or could reasonably be expected
to lead to, any Takeover Proposal; or

.   grant any waiver or release under any standstill or similar agreement
with respect to any class of the Company's equity securities (other than
to permit the Company to receive a Takeover Proposal that did not result
from a breach of the Merger Agreement).

A "Takeover Proposal" is defined in the Merger Agreement as any indication
of interest in, or proposal or offer for any of the following (other than the
transactions contemplated by the Merger Agreement), which in any such case has
been communicated (including as a result of any press release or other public
disclosure) to any of the individuals signing a Transaction Support Agreement
on behalf of a stockholder party thereto, any of the Persons identified as
having "Knowledge" (as defined in the Merger Agreement) in the Company's
disclosure schedule or the Company's Board of Directors generally:

.   any direct or indirect acquisition or purchase of 15% or more of the
assets of the Company or any of its subsidiaries or 15% or more of any
class of equity securities of the Company or any of its subsidiaries;

.   any tender offer or exchange offer that, if consummated, would result in
any person beneficially owning 15% or more of any class of equity
securities of the Company or any of its subsidiaries; or

.   any merger, consolidation, business combination, sale of all or any
substantial portion of the assets, recapitalization, liquidation or a
dissolution of, or similar transaction of the Company or any of its
subsidiaries.

A "Superior Proposal" is defined in the Merger Agreement as a bona fide
written Takeover Proposal made by a third party to purchase all of the
outstanding equity securities of the Company pursuant to a tender offer,
exchange offer, merger or other business combination:

.   on terms which the Company's Board of Directors determines in good faith
to be superior to the Company and its stockholders (other than CEMEX, the
Purchaser and their respective affiliates), in their capacity as
stockholders, from a financial point of view (taking into account, among
other things, all legal, financial, regulatory and other aspects of the
proposal and identity of the offeror and the financial capacity of the
offeror to consummate the transaction) as compared to the transactions
contemplated by the Merger Agreement and any alternative proposed by
CEMEX or the Purchaser in accordance with the Merger Agreement, such
determination having been made only after consultation with the Company's
financial advisor;

.   for which financing is committed or cash is available; and

.   which is reasonably capable of being consummated.

31

Notwithstanding anything to the contrary described above, the Merger
Agreement provides that prior to consummation of the Offer, in response to a
Takeover Proposal that did not result from the breach of the Merger Agreement
and following delivery to CEMEX of notice of the Takeover Proposal in
compliance with its obligations under the Merger Agreement, the Company may:

.   in response to any Takeover Proposal, request clarifications from (but
not, except as contemplated by the following paragraph, participate in
discussions or negotiations with) any third party which makes such
Takeover Proposal, if such action is taken solely for the purpose of
obtaining information reasonably necessary for the Company to ascertain
whether such Takeover Proposal is a Superior Proposal; and

.   participate in discussions or negotiations with or furnish information
(pursuant to a confidentiality/standstill agreement with customary terms
as reasonably determined in good faith by the Company after consultation
with outside counsel; provided that each such agreement is at least as
limiting as the confidentiality agreement between CEMEX and the Company)
to any third party which has made a bona fide Takeover Proposal if:

.   the Company's Board of Directors reasonably determines in good faith
(after consultation with its financial advisor) that taking such
action would be reasonably likely to lead to the delivery to the
Company of a Superior Proposal, and

.   the Company's Board of Directors determines in good faith (after
consultation with outside legal counsel) that it is necessary to take
such actions in order to comply with its fiduciary duties under
applicable law.

The Company has agreed that any violation of the no solicitation provisions
of the Merger Agreement directly or indirectly by any of its subsidiaries,
officers, affiliates or directors or any advisor, representative, consultant or
agent retained by the Company or any of its subsidiaries or affiliates in
connection with the transactions contemplated by the Merger Agreement, whether
or not such person is purporting to act on behalf of the Company or any of its
subsidiaries, will constitute a breach of such no solicitation provisions by
the Company.

Notwithstanding anything to the contrary in the Merger Agreement, prior to
consummation of the Offer, the Company and/or the Company's Board of Directors
may take the actions otherwise prohibited by the non-solicitation provisions of
the Merger Agreement if (i) a third party makes a Takeover Proposal which the
Company has determined to be a Superior Proposal, (ii) the Company complies
with its obligations with respect thereto under the Merger Agreement, (iii) all
of the conditions to the Company's right to terminate the Merger Agreement
shall have been satisfied (including expiration of the five business day period
provided therein (or such shorter period as may be provided therein) and
payment of the Termination Fee (as described below under "--Termination Fees
and Expenses")) and (iv) simultaneously therewith, the Merger Agreement is
terminated.

Except as otherwise set forth in the Merger Agreement, the Company's Board
of Directors (and each committee of the Board of Directors) will not withdraw
or modify, or propose publicly (regardless of the source of such public
disclosure) to withdraw or modify, in a manner adverse to CEMEX or the
Purchaser, the approval or recommendation of the Company's Board of Directors
of the Offer, the Merger or the Merger Agreement, unless the Company's Board of
Directors shall have determined in good faith, after consultation with its
outside counsel that such withdrawal or modification is necessary in order to
satisfy its fiduciary duties to the Company's stockholders under applicable
law, approve or recommend, or, in the case of a committee, propose to the
Company's Board of Directors to approve or recommend, any Takeover Proposal or
approve, recommend or cause it to enter into any letter of intent, agreement in
principle, acquisition agreement or other similar agreement related to any
Takeover Proposal.

The Company has agreed that promptly after (but in no event more than two
calendar days after) receipt thereof, it shall advise CEMEX in writing of any
Takeover Proposal or amended Takeover Proposal or any Superior Proposal, as
well as in either such case the material terms and conditions of such Takeover
Proposal or

32

Superior Proposal together with copies of any written materials received by the
Company in connection with any of the foregoing and the identity of the person
making any such Takeover Proposal or Superior Proposal. In connection with the
foregoing, the Company also has agreed that it shall simultaneously provide to
CEMEX any non-public information concerning the Company provided to any other
person in connection with any such Takeover Proposal or Superior Proposal which
was not previously provided to CEMEX.

Nothing contained in the Merger Agreement will prohibit the Company from
taking and disclosing to its stockholders a position contemplated by Rule 14d-9
and Rule 14e-2 promulgated under the Exchange Act with respect to any tender
offer or from making any required disclosure to the Company's stockholders if,
in the reasonable good faith judgment of the Company's Board of Directors,
after consultation with outside counsel, failure to so disclose would be
inconsistent with its disclosure obligations under applicable law.

Employee Benefit Matters.  From and after the earlier of the date upon which
CEMEX first designates one or more directors of the Company pursuant to the
Merger Agreement and the Effective Time of the Merger, the Company and the
Surviving Corporation, as the case may be:

.   shall honor in accordance with their respective terms all the Company's
employment, severance and termination agreements, plans and policies
existing prior to the execution of the Merger Agreement;

.   shall provide severance pay to any employee of the Company or any
subsidiary of the Company in such amount as may be required by applicable
Puerto Rico law; and

.   for a period of six months from such date, shall, unless the employees of
the Company and its subsidiaries agree otherwise at such time or
different terms are negotiated with the relevant union representing such
employees, cause the Surviving Corporation to provide employee benefits
to the Company employees that are, in the aggregate, no less favorable
than those provided immediately prior to such date to Company employees.

For all purposes under any employee benefit plans of CEMEX and its
subsidiaries providing benefits to any Company employee after the Effective
Time of the Merger, which we refer to as "New Plans," each such Company
employee shall be credited with his or her years of service with the Company
and its subsidiaries before the Effective Time, to the same extent as such
employee was entitled, before the Effective Time, to credit for such service
under any similar Company benefit plans for purposes of (i) eligibility to
participate and (ii) vesting, but in no event shall such service be taken into
account in determining the accrual of benefits under any New Plan, including,
but not limited to, a defined benefit plan. In addition, and without limiting
the generality of the foregoing, each Company employee shall be immediately
eligible to participate, without any waiting time, in any and all New Plans to
the extent coverage under such New Plan replaces coverage under a Company
benefit plan in which such employee participated immediately before the
Effective Time and for the purposes of each New Plan providing medical, dental,
pharmaceutical or vision benefits to any Company employee, CEMEX shall cause
all pre-existing condition exclusions of such New Plan to be waived for such
employee and his or her covered dependents (other than limitations or waiting
periods that are already in effect with respect to such employees and
dependents and that have not been satisfied as of the Effective Time), and
CEMEX shall cause any eligible expenses incurred by such employee and his or
her covered dependents during the portion of the plan year of the Company
benefit plan ending on the date such employee's participation in the
corresponding New Plan begins, to be taken into account under such New Plan for
purposes of satisfying all deductible, coinsurance and maximum out-of-pocket
requirements applicable to such employee and his or her covered dependents for
the applicable plan year as if such amounts had been paid in accordance with
such New Plan.

Directors' and Officers' Indemnification and Insurance.  CEMEX and the
Purchaser have agreed that all rights to indemnification existing in favor of
the present or former directors, officers, employees, fiduciaries and agents of
the Company or any of its subsidiaries for acts or omissions of such persons
occurring at or prior to the Effective Time, as provided in the Company's
certificate of incorporation or by-laws or the certificate or articles of
incorporation, by-laws or similar organizational documents of any of its
subsidiaries or the terms of any

33

individual indemnity agreement or other arrangement with any director or
executive officer shall survive the Merger and shall continue in full force and
effect for six years after the Effective Time (without modification or
amendment, except as required by applicable law) in accordance with their
terms, to the fullest extent permitted by law, and shall be enforceable by the
indemnified parties against the Surviving Corporation, and the Surviving
Corporation shall also advance fees and expenses (including reasonable
attorney's fees) as incurred to the fullest extent permitted under applicable
law upon receipt of any undertaking required by applicable law.

The Purchaser also has agreed that it shall cause to be maintained in effect
for not less than six years from the Effective Time the current policies of the
directors' and officers' liability insurance maintained by the Company
(provided that the Purchaser may substitute therefor policies of at least
equivalent coverage containing terms and conditions which are no less
advantageous) with respect to matters occurring prior to the Effective Time and
that, notwithstanding any provision of the Merger Agreement to the contrary,
the Company shall have the right to procure, prior to the Effective Time, a
policy for directors' and officers' liability insurance with respect to matters
occurring prior to the Effective Time, having a term lasting no less than six
years following the Effective Time and providing U.S. $15 million (or such
lesser amount as may be obtained pursuant to the proviso at the end of this
sentence) in coverage, and containing terms and conditions which are no less
advantageous than the Company's current policies with respect to such
insurance, provided that the aggregate premium payable therefor shall not
exceed U.S. $350,000.

Further Action; Reasonable Best Efforts.  Upon the terms and subject to the
conditions of the Merger Agreement, each of CEMEX, the Purchaser and the
Company has agreed to use its reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate
with the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Offer and the Merger, and the other transactions contemplated by the Merger
Agreement, including:

.   obtaining all necessary actions or nonactions, waivers, consents and
approvals from any governmental authority and the making of all necessary
registrations and filings and taking all reasonable steps as may be
necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any governmental authority;

.   obtaining all necessary consents, approvals or waivers from third parties;

.   defending any lawsuits or other legal proceedings, whether judicial or
administrative, challenging the Merger Agreement or the consummation of
any of the transactions contemplated by the Merger Agreement, including
seeking to have any stay or temporary restraining order entered by any
court or other governmental authority vacated or reversed; and

.   the execution and delivery of any additional instruments necessary to
consummate the transactions contemplated by, and to fully carry out the
purposes of, the Merger Agreement.

Conditions to the Merger

The obligations of the Company, CEMEX and the Purchaser to consummate the
Merger are subject to the satisfaction of the following conditions:

.   the Merger Agreement shall have been approved and adopted by the
requisite vote of the stockholders of the Company, if required by
applicable law, in order to consummate the Merger;

.   no provision of any applicable law or regulation and no judgment,
injunction, order or decree of any governmental authority of competent
jurisdiction shall prohibit the consummation of the Merger; and

.   the Purchaser, CEMEX or any affiliate of CEMEX shall have purchased the
Shares pursuant to the Offer.

34

Termination of the Merger Agreement

Termination by Mutual Agreement.  The Merger Agreement may be terminated at
any time prior to the Effective Time of the Merger by mutual written consent of
CEMEX and the Company.

Termination by either CEMEX or the Purchaser.  The Merger Agreement may be
terminated at any time prior to the Effective Time of the Merger by either
CEMEX or by the Company if:

.   the Offer has not been consummated on or before the Termination Date;
provided that the right to terminate the Merger Agreement pursuant to
this provision is not available to any party whose failure to fulfill any
material obligation of the Merger Agreement or other material breach of
the Merger Agreement has been the cause of, or resulted in, the failure
of the Offer to have been consummated on or prior to such date;

.   as a result of the failure of any of the conditions to the Offer, the
Offer shall have terminated or expired in accordance with its terms
without the Purchaser having purchased any Shares pursuant to the Offer;
provided that the right to terminate the Merger Agreement pursuant to
this clause provision not be available to any party whose failure to
fulfill any material obligation under the Merger Agreement or other
material breach of the Merger Agreement has resulted in the failure of
such condition; or

.   if any court of competent jurisdiction or any governmental authority
shall have issued an order, decree or ruling or taken any other action
permanently restricting, enjoining, restraining or otherwise prohibiting
consummation of the Offer or consummation of the Merger and such order,
decree, ruling or other action shall have become final and nonappealable.

Termination by CEMEX.  CEMEX may terminate the Merger Agreement at any time
prior to the purchase of Shares pursuant to the Offer if:

.   the Company has breached any representation or warranty, or prior to the
Effective Time of the Merger, has breached any covenant or other
agreement contained in the Merger Agreement, which would give rise to the
failure of a condition to consummation of the Offer (each of which is set
forth in Section 15 hereof), cannot be or has not been cured within the
applicable Cure Period therefor or by the Termination Date, whichever is
earlier, and has not been waived by CEMEX pursuant to the provisions of
the Merger Agreement (provided that CEMEX may not terminate the Merger
Agreement pursuant to this provision if either CEMEX or the Purchaser is
then in material breach of any representation, warranty, covenant or
other agreement contained in the Merger Agreement);

.   the Company, or the Company's Board of Directors, as the case may be, has
(or has resolved to) (w) entered into any agreement with respect to any
Takeover Proposal other than the Offer or the Merger, (x) amended,
conditioned, qualified, withdrawn, modified or contradicted or resolved
to do any of the foregoing, in a manner adverse to CEMEX or the
Purchaser, its approval and recommendation of the Offer, the Merger and
the Merger Agreement, (y) approved or recommended any Takeover Proposal
other than the Offer or the Merger or (z) failed to reject any Takeover
Proposal or amended Takeover Proposal within the applicable Rejection
Period therefor (except that CEMEX may not terminate the Merger Agreement
pursuant to clause (z) prior to the initial expiration date of the
Offer); or

.   if the Company breaches in any material respect its obligations under the
no solicitation provision of the Merger Agreement.

Termination by the Company.  The Company may terminate the Merger Agreement
at any time prior to the consummation of the Offer if:

.   a Superior Proposal is received by the Company and the Company's Board of
Directors reasonably determines in good faith (after consultation with
outside counsel) that it is necessary to terminate the Merger Agreement
and enter into an agreement to effect the Superior Proposal in order to
comply with its fiduciary duties to the Company's stockholders under
applicable law; except that the Company may not terminate the Merger
Agreement pursuant to this provision unless and until:

35

(x) five business days have elapsed following delivery to CEMEX of a
written notice of such determination by the Company's Board of
Directors and during such five business day period the Company has
fully cooperated with CEMEX, including, without limitation, informing
CEMEX of the terms and conditions of such Superior Proposal, with the
intent of enabling both parties to agree to a modification of the
terms and conditions of the Merger Agreement so that the transactions
contemplated thereby may be effected;

(y) at the end of such five business day period the Takeover Proposal
continues to constitute a Superior Proposal and the Company's Board
of Directors confirms its determination (after consultation with
outside counsel) that it is necessary to terminate the Merger
Agreement and enter into an agreement to effect the Superior Proposal
to comply with its fiduciary duties under applicable law; and

(z) at or prior to such termination, CEMEX has received the Termination
Fee as set forth in the Merger Agreement and immediately following
such termination the Company enters into a definitive acquisition,
merger or similar agreement to effect the Superior Proposal;

provided, however, that, if the written notice contemplated in clause
(x) above is given to CEMEX less than five business days, but more
than two business days, prior to the then-scheduled expiration of the
Offer, then the Company will be permitted to terminate the Merger
Agreement under this provision no earlier than 24 hours before such
scheduled expiration if the Company has complied with all of the
requirements of this provision (with the five business day period set
forth in clauses (x) and (y) above being deemed to end when such
24-hour period begins for purposes of determining such compliance)
unless, prior to the beginning of such 24-hour period, the Purchaser
shall have extended the Offer to a date that is at least five
business days after the delivery of such notice to CEMEX, in which
case the Company's right to terminate the Merger Agreement pursuant
to this provision shall be determined without regard to this proviso;
provided, further, that it is understood and agreed that if the
written notice contemplated in clause (x) above is given to CEMEX
less than two business days prior to the then-scheduled expiration of
the Offer, the Company's right to terminate the Merger Agreement
pursuant to this provision shall be subject to compliance with all of
the requirements of this provision, including the five business day
period set forth in clauses (x) and (y) hereof without regard to the
immediately preceding proviso; or

.   if CEMEX or the Purchaser shall have failed to commence the Offer as
provided in the Merger Agreement, failed to pay for Shares pursuant to
the Offer in accordance with the Merger Agreement or breached in any
material respect any of their respective representations, warranties,
covenants or other agreements contained in the Merger Agreement, which
breach cannot be or has not been cured within 30 days after receipt of
written notice thereof by CEMEX or by the Termination Date, whichever is
earlier; or

.   if CEMEX or the Purchaser breach their obligations to make available
sufficient funds at the times required under the Merger Agreement.

Termination Fees and Expenses

The Company must pay CEMEX a termination fee of U.S. $5.4 million (the
"Termination Fee") if the Company terminates the Merger Agreement to pursue a
Superior Proposal or if CEMEX terminates the Merger Agreement because the
Company breaches the no solicitation provisions of the Merger Agreement or if
its Board of Directors withdraws its approval of the Merger Agreement or fails
to reject a Takeover Proposal or takes similar actions as specified in the
Merger Agreement.

The Company also is required to pay CEMEX the Termination Fee if the Merger
Agreement is terminated (1) (i) by CEMEX because of a breach by the Company of
the Merger Agreement, or (ii) by either CEMEX or the Company because the Offer
has not been consummated on or prior to the Termination Date or as a result of
the failure of a condition to the consummation of the Offer and in each case
either (a) the Minimum Condition is

36

not satisfied or (b) the condition with respect to breaches by the Company of
its representations, warranties or covenants in the Merger Agreement is not
satisfied as of the date of such termination, and (2) it has become publicly
known that a Takeover Proposal or amended Takeover Proposal has been made prior
to such termination and concurrently with or within 12 months of the date of
such termination to a Third Party Acquisition Event (as defined below) occurs.

A "Third Party Acquisition Event" is defined in the Merger Agreement as the
consummation of a Takeover Proposal involving the purchase of a majority of
either the equity securities of the Company or of the consolidated assets of
the Company and its subsidiaries, taken as a whole, or any such transaction
that, if it had been proposed prior to the termination of the Merger Agreement
would have constituted a Takeover Proposal or the entering into by the Company
or any of its subsidiaries of a definitive agreement with respect to any such
transaction.

Amendments or Supplements

Subject to applicable law, the Merger Agreement may be amended, modified and
supplemented in writing by CEMEX, the Purchaser and the Company in any and all
respects before the Effective Time (notwithstanding the approval by the
Company's stockholders contemplated by the Merger Agreement), by action taken
by the respective boards of directors of CEMEX, the Purchaser and the Company
(or, if required by the Merger Agreement, the Independent Directors) or by the
respective officers authorized by such boards of directors or the Independent
Directors, as the case may be. However, that after the approval by the
Company's stockholders, no amendment shall be made which by law requires
further approval by the stockholders of the Company without such further
approval.

THE TRANSACTION SUPPORT AGREEMENTS

The following is a summary description of the material provisions of the
Transaction Support Agreements. This summary is qualified in its entirety by
reference to the complete text of the Transaction Support Agreements, which
have been filed as exhibits to the Schedule TO filed by CEMEX and the Purchaser
with the SEC and which are incorporated herein by reference.

Concurrently with entering into the Merger Agreement, the Purchaser entered
into separate (but substantially identical) Transaction Support Agreements with
each of El Dia, Inc., Ferre Investment Fund, Inc., South Management Corporation
and Alfra Investment Corporation, each of which are stockholders of the Company
(the "Stockholders"). On June 11, 2002, the date of execution of the Merger
Agreement and the Transaction Support Agreements, the Stockholders collectively
owned either beneficially or of record 1,482,804 Shares, constituting
approximately 29% of the Shares outstanding. The Company's Board of Directors
has approved of the entry by the Stockholders into the Transaction Support
Agreements for the purposes of Article TENTH of the Company's certificate of
incorporation. See "--The Merger Agreement--Representations and Warranties".

Tender of Shares

The Transaction Support Agreements provide that the Stockholders will
promptly (and, in any event, not later than two business days prior to the
scheduled expiration date of the Offer) tender all of the Shares held by them
and will not withdraw such Shares from the Offer, except following termination
of the Offer in accordance with its terms.

Voting Agreement and Proxy

The Transaction Support Agreements provide that for so long as the
Transaction Support Agreements are in effect, the Stockholders will vote (or
cause to be voted) or consent (or cause to be consented) all of their Shares:

37

.   in favor of adoption of the Merger Agreement, the Merger and all the
transactions contemplated by the Merger Agreement and the Transaction
Support Agreements and otherwise in such manner as may be necessary to
consummate the Merger;

.   against any action, proposal, agreement or transaction that would result
in a breach of any covenant, obligation, agreement, representation or
warranty of the Company under the Merger Agreement or of the Stockholders
contained in the Transaction Support Agreements; and

.   against any action, agreement, transaction (other than the Merger
Agreement or the transactions contemplated thereby) or proposal,
including any Takeover Proposal or Superior Proposal, that could
reasonably be expected to impede, interfere, delay, discourage or
adversely affect the Merger Agreement, the Offer, the Merger or the
Transaction Support Agreements.

Any vote by the Stockholders that is not in accordance with the foregoing
will be considered null and void and the provisions set forth in the following
paragraph will take immediate effect.

Pursuant to the Transaction Support Agreements, if the Stockholders fail to
comply with their obligations to vote their Shares as set forth above, CEMEX
automatically will be granted an irrevocable proxy with respect to the
Stockholders' Shares to vote and otherwise act with respect to all of their
Shares at any meeting of the Company's stockholders (whether annual or special
and whether or not an adjourned or postponed meeting), and in any action by
written consent of the Company's stockholders, on the matters and in the manner
specified above.

The Option

Pursuant to the Transaction Support Agreements, the Stockholders granted
CEMEX an irrevocable option to purchase all of the Stockholders' Shares, which
is exercisable under certain circumstances described below, at a purchase price
per Share of U.S. $35.00, less the value of any dividends per option Share
declared or paid from and after June 11, 2002 through the end of the option
exercise period and subject to adjustment pursuant to the Transaction Support
Agreements, other than any regular quarterly dividends paid in accordance with
the Merger Agreement.

Exercisability.  The options granted by the Stockholders are exercisable
during the period commencing on the earlier of the date on which:

.   a Termination Fee is paid or is payable in accordance with the terms of
the Merger Agreement;

.   the Offer is terminated as a result of the failure to satisfy the Minimum
Condition to the Offer if at or prior to the time of the termination a
Takeover Proposal has become publicly known; or

.   a Subsequent Amendment is received by the Company or becomes publicly
known;

and ending at 11:59 p.m. (New York time) on the 30th day following the date on
which the Merger Agreement is terminated.

The option is exercisable in whole but not in part, and in no event is CEMEX
able to exercise an option with respect to a Stockholder's Shares unless CEMEX
concurrently exercises all options to purchase all the Shares of all four
Stockholders.

Representations and Warranties

In the Transaction Support Agreements, the Stockholders made customary
representations and warranties to CEMEX and to the Purchaser, including
representations and warranties relating to:

.   authority to enter into the Transaction Support Agreements;

38

.   no conflict and required filings and consents;

.   ownership of shares;

.   absence of litigation; and

.   absence of brokers entitled to fees in connection with the transactions
contemplated by the Transaction Support Agreements.

In the Transaction Support Agreements, CEMEX and the Purchaser made
customary representations and warranties to the Stockholders, including
representations and warranties relating to:

.   authority to enter into the Transaction Support Agreements; and

.   no conflict and required filings and consents.

Covenants

The Transaction Support Agreements provide, among other things, that the
Stockholders, subject to the terms of the Transaction Support Agreements, will
not:

.   sell, transfer, tender (except in the Offer), pledge, assign, contribute
to the capital of any entity, hypothecate, give or otherwise dispose of,
grant a proxy or power of attorney with respect to (other than the
irrevocable proxy to CEMEX), deposit into any voting trust, enter into
any voting agreement, or create or permit to exist any liens of any
nature whatsoever (other than pursuant to the Transaction Support
Agreements) with respect to, any of such Stockholder's Shares (or agree
or consent to, or offer to do, any of the foregoing), or take any action
that would make any representation or warranty of such Stockholder in the
Transaction Support Agreements untrue or incorrect in any material
respect or have the effect of preventing or disabling such Stockholder
from performing such Stockholder's obligations under the Transaction
Support Agreement; and

.   directly or indirectly solicit, initiate, endorse, accept or encourage
the submission of any Takeover Proposal, or participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or participate in, assist, facilitate,
endorse or encourage any proposal that constitutes, or may reasonably be
expected to lead to, a Takeover Proposal.

The Transaction Support Agreements also provide, among other things, that,
subject to the conditions of the Transaction Support Agreements, CEMEX, the
Purchaser and each Stockholder will use their reasonable best efforts to take,
or cause to be taken, all appropriate action, and to do, or cause to be done,
all things necessary, proper or advisable under applicable laws and regulations
to consummate and make effective the Transaction Support Agreements.

12.  Purpose of the Offer; Plans for the Company.

Purpose of the Offer.  The purpose of the Offer is to acquire control of,
and the entire equity interest in, the Company. The purpose of the Merger is to
acquire all outstanding Shares not tendered and purchased pursuant to the
Offer. If the Offer is successful, the Purchaser intends to consummate the
Merger as promptly as practicable.

The Company's Board of Directors, at a special meeting held on June 11,
2002, with one director absent, unanimously approved the Merger and the Merger
Agreement. Depending upon the number of Shares purchased by the Purchaser
pursuant to the Offer, the Company's Board of Directors may be required to
submit the Merger Agreement to the Company's stockholders for approval and
adoption at a stockholder's meeting convened for that purpose in accordance
with the PRGCL. If stockholder approval is required, the Merger Agreement must
be approved by a majority of the outstanding stock of the corporation entitled
to vote thereon. If the Minimum Condition is satisfied, the Purchaser will have
sufficient voting power to approve the Merger Agreement at the stockholders'
meeting without the affirmative vote of any other stockholder.

39

If the Purchaser acquires at least 90% of the then outstanding Shares
pursuant to the Offer (including any Subsequent Offering Period thereof), the
Merger may be consummated without a stockholder meeting and without the
approval of the Company's stockholders under the "short-form merger" provisions
of the PRGCL. The Merger Agreement provides that the Purchaser will be merged
into the Company and that the Articles of Incorporation and the Bylaws of the
Company will be the articles of incorporation and bylaws of the Surviving
Corporation following the Merger.

Appraisal Rights.  If the Merger is consummated, holders of Shares who
oppose the Merger may have appraisal rights under applicable Puerto Rico law.
Under the PRGCL, dissenting stockholders who comply with the applicable
statutory procedures will be entitled to receive a judicial determination of
the "fair value" of their Shares and to be paid in cash an amount that the
Puerto Rico Court of First Instance (Superior Part) (the "Court") decides is
the "fair value" of their Shares, exclusive of any element of value arising
from the accomplishment or expectation of the Merger as determined by the
Court. This amount may be more or less than the Merger Consideration you would
receive pursuant to the Merger.

Any stockholder exercising appraisal rights must strictly comply with the
procedures set forth in Section 10.12 of the PRGCL, Law 114 of August 10, 1995,
14 L.P.R.A. (S) 3062 ("Section 10.12"). Failure to follow any such procedures
will result in a termination or waiver of the stockholders' appraisal rights
under Section 10.12 of the PRGCL. Any stockholder contemplating exercising
appraisal rights is urged to review carefully the provisions of Section 10.12
of the PRGCL, particularly the procedural steps required to perfect appraisal
rights thereunder.

Plans for the Company.  Pursuant to the terms of the Merger Agreement,
promptly upon the purchase of and payment for any Shares by the Purchaser
pursuant to the Offer, CEMEX currently intends to seek maximum representation
on the Company's Board of Directors, subject to the requirement in the Merger
Agreement that if Shares are purchased pursuant to the Offer, there shall be
until the Effective Time at least three Independent Directors as described in
more detail in "Introduction."

Except as otherwise set forth in this Offer to Purchase, it is expected
that, initially following the Merger, the business and operations of the
Company will be continued substantially as they are currently being conducted.
CEMEX will continue to evaluate the business and operations of the Company
during the pendency of the Offer and thereafter. In addition, CEMEX intends to
conduct a comprehensive review of the Company's business, operations,
capitalization, corporate structure and management with a view to optimizing
development of the Company's potential in conjunction with CEMEX's businesses.

Except as described above or elsewhere in this Offer to Purchase, the
Purchaser and CEMEX have no present plans or proposals that would relate to or
result in (i) any extraordinary corporate transaction involving the Company or
any of its subsidiaries (such as a merger, reorganization, liquidation,
relocation of any operations or sale or other transfer of a material amount of
assets), (ii) any sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (iii) any material change in the Company's
capitalization or dividend policy or (v) any other material change in the
Company's corporate structure or business.

13.  Certain Effects of the Offer.

Market for the Shares.  The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might
otherwise trade publicly, which could adversely affect the liquidity and market
value of the remaining Shares held by stockholders other than the Purchaser.
The Purchaser cannot predict whether the reduction in the number of Shares that
might otherwise trade publicly would have an adverse or beneficial effect on
the market price for, or marketability of, the Shares or whether such reduction
would cause future market prices to be greater or less than the Offer Price.

40

NYSE Listing.  Depending upon the number of Shares purchased pursuant to the
Offer, the Shares may no longer meet the standards for continued listing on the
NYSE. According to NYSE's published guidelines, the Shares would not be
eligible to be included for listing if, among other things, the number of
Shares publicly held falls below 600,000, or the number of holders of Shares
falls below 400 or the number of holders of shares falls below 1,200 and the
average monthly trading volume (for most recent 12 months) is less than 100,000
shares. If, as a result of the purchase of Shares pursuant to the Offer, the
Merger, the Merger Agreement or otherwise, the Shares no longer meet the
requirements of the NYSE for continued listing, the listing of the Shares will
be discontinued. In such event, the market for the Shares would be adversely
affected. In the event the Shares were no longer eligible for listing on the
NYSE, quotations might still be available from other sources. The extent of the
public market for the Shares and the availability of such quotations would,
however, depend upon the number of holders of such Shares remaining at such
time, the interest in maintaining a market in such Shares on the part of
securities firms, the possible termination of registration of such Shares under
the Exchange Act as described below and other factors.

Exchange Act Registration.  The Shares are currently registered under the
Exchange Act. Such registration may be terminated upon application by the
Company to the Commission if the Shares are not listed on a "national
securities exchange" and there are fewer than 300 record holders. The
termination of the registration of the Shares under the Exchange Act would
substantially reduce the information required to be furnished by the Company to
holders of Shares and to the Commission and would make certain provisions of
the Exchange Act, such as the short-swing profit recovery provisions of Section
16(b) of the Exchange Act, the requirement of furnishing a proxy statement in
connection with stockholders' meetings pursuant to Section 14(a) or 14(c) of
the Exchange Act and the related requirements of an annual report, and the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions, no longer applicable to the Shares. In addition,
"affiliates" of the Company and persons holding "restricted securities" of the
Company may be deprived of the ability to dispose of such securities pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended. If
registration of the Shares under the Exchange Act were terminated, the Shares
would no longer be eligible for NYSE reporting. The Purchaser currently intends
to seek to cause the Company to terminate the registration of the Shares under
the Exchange Act as soon after consummation of the Offer as the requirements
for termination of registration are met.

Margin Regulations.  The Shares are currently "margin securities," as such
term is defined under the rules of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board"), which has the effect, among other
things, of allowing brokers to extend credit on the collateral of such
securities. Depending upon factors similar to those described above regarding
listing and market quotations, following the Offer it is possible that the
Shares might no longer constitute "margin securities" for purposes of the
margin regulations of the Federal Reserve Board, in which event such Shares
could no longer be used as collateral for loans made by brokers. In addition,
if registration of the Shares under the Exchange Act were terminated, the
Shares would no longer constitute "margin securities."

14.  Dividends and Distributions.

As discussed in Section 11, the Merger Agreement provides that from the date
of the Merger Agreement to the Effective Time, without the prior written
approval of CEMEX, the Company will not and will not permit any of its
subsidiaries to authorize or pay any dividends on or make any distribution with
respect to its outstanding shares of capital stock other than (a) normal
quarterly cash dividends not in excess of U.S. $0.19 per Share to be declared
and paid in accordance with the Company's past dividend policy, including the
timing of the declaration, record and payment dates thereof; provided that no
such cash dividends shall be declared after consummation of the Offer, or (b)
dividends or distributions by wholly owned subsidiaries of the Company. Without
limiting the foregoing, effective upon acceptance for payment of Shares
pursuant to the Offer in accordance with the terms hereof, the holder of such
Shares will sell and assign to the Purchaser all right, title and interest in
and to all of the Shares tendered (including, but not limited to, such holder's
right to any and all dividends and distributions with a record date after the
scheduled or extended expiration date if the Offer is consummated at such
expiration date).

41

15.  Certain Conditions of the Offer.

Notwithstanding any other provision of the Offer, the Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange
Act (relating to the Purchaser's obligations to pay for or return tendered
Shares promptly after the termination or withdrawal of the Offer), pay for any
shares of Shares tendered pursuant to the Offer, and may terminate or amend the
Offer in accordance with the Merger Agreement, if:

(a) immediately prior to any scheduled or extended expiration date of the
Offer:

(i) the Minimum Condition has not been satisfied;

(ii) the applicable waiting period under the Hart-Scott-Rodino Act has not
expired or been terminated;

(iii) any necessary consent from lenders under the Banco Popular Loan
Agreements (as defined in the Merger Agreement) to waive any "change
of control" defaults that may occur thereunder by reason of
consummation of the Offer or the Merger has not been obtained; or

(iv) the consent of the Nuclear Regulatory Commission (the "NRC") required
as a result of the Company's ownership of a regulated piece of test
equipment has not been obtained;

(b) immediately prior to any scheduled or extended expiration date of the
Offer, any of the following conditions exists:

(i) there has been any action threatened or taken, or any statute, rule,
regulation, judgment, order or injunction promulgated, entered,
enforced, enacted, issued or deemed applicable to the Offer or the
Merger by any domestic or foreign federal or state governmental,
regulatory or administrative agency, authority, court, legislative
body or commission that directly or indirectly (1) prohibits or
imposes any material limitations, other than limitations generally
affecting the industries in which the Company and CEMEX and their
respective subsidiaries conduct their business, on CEMEX's or the
Purchaser's ownership or operation (or that of any of their
respective subsidiaries) of all or a material portion of the
Company's and its subsidiaries' businesses or assets as a whole, or
compels CEMEX or the Purchaser or their respective subsidiaries to
dispose of or hold separate any material portion of the business or
assets of the Company or CEMEX in each case taken as a whole, (2)
prohibits, or makes illegal, consummation of the Offer or
consummation of the Merger or the other transactions contemplated by
the Merger Agreement, (3) results in a material delay in the ability
of the Purchaser, or renders the Purchaser unable, to accept for
payment, pay for or purchase a material amount of the shares of
Company Common Stock, or (4) imposes material limitations on the
ability of the Purchaser or CEMEX effectively to exercise full rights
of ownership of the Shares including, without limitation, the right
to vote the Shares purchased by it on all matters properly presented
to the Company's stockholders;

(ii) there shall have occurred (1) any general suspension of trading in,
or limitation on prices for, securities in the New York Stock
Exchange (excluding any coordinated trading halt triggered solely as
a result of a specified decrease in a market index and excluding any
suspension or limitation resulting from physical damage or
interference with any exchange not related to market conditions), (2)
a declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States (whether or not mandatory);

(iii) other than as explicitly disclosed in the Company Disclosure Schedule
delivered to CEMEX or the Company reports filed with the SEC prior to
the date of the Merger Agreement, any change shall have occurred (or
any development shall have occurred) after December 31, 2001, in the
business, assets, liabilities, financial condition or results of
operations of the Company or any of its subsidiaries that has had or
would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the Company; or

(iv) the Company's Board of Directors shall have withdrawn, or modified or
changed in a manner adverse to CEMEX or the Purchaser (including by
amendment of the Schedule 14D-9), its

42

recommendation of the Offer, the Merger Agreement, or the Merger, or
recommended another proposal or offer regarding a Takeover Proposal,
or shall have resolved to do any of the foregoing; or

(v) the Merger Agreement shall have been terminated in accordance with
its terms; or

(c) immediately prior to any scheduled or extended expiration date of the
Offer, (1) the Company shall have breached or failed to perform in any
material respect any of its obligations under the Merger Agreement
required to have been performed at or prior to such time, or (2) the
representations and warranties of the Company set forth in the Merger
Agreement shall fail to be true and correct as of the date of the Merger
Agreement and as of any scheduled or extended expiration date of the
Offer as though made on such date (or, in each case, if made as of a
specified date, as of such date), subject to any applicable material
adverse effect qualification in the Merger Agreement, or the Company
shall have failed to deliver to CEMEX and the Purchaser a certificate
executed by an appropriate officer of the Company as to the satisfaction
of the condition set forth in this paragraph (c) immediately prior to
the scheduled or any extended time of expiration of the Offer; or

(d) the Company shall have failed to deliver to CEMEX and the Purchaser
resignations of a sufficient number of the incumbent directors on the
Company's Board of Directors effective as of the consummation of the
Offer, and/or duly adopted resolutions of the Company's Board of
Directors, such that the Company has satisfied its obligations
concerning such Board of Directors pursuant to the Merger Agreement as
described the Introduction to this Offer to Purchase that are required
to be satisfied prior to consummation of the Offer;

which in the reasonable good faith judgment of CEMEX or the Purchaser but
subject to the provisions of the Merger Agreement, in any such case, and
regardless of the circumstances (including any action or inaction by CEMEX or
the Purchaser) giving rise to such conditions make it inadvisable to proceed
with the Offer and/or with such acceptance for payment of or payment for the
Shares.

The Purchaser's obligation to purchase Shares under the Offer is not
conditioned on any financing arrangements or subject to any financing
condition. See Section 9 for a description of the financing arrangements for
the Offer and the Merger.

Subject to the provisions of the Merger Agreement, the foregoing conditions
are for the sole benefit of CEMEX and the Purchaser and may be asserted by the
Purchaser or, subject to the terms of the Merger Agreement may be waived by
CEMEX or the Purchaser, in whole or in part at any time and from time to time
in the reasonable discretion of CEMEX or the Purchaser at any time prior to the
scheduled or extended expiration date of the Offer. The failure by CEMEX or the
Purchaser at any time to exercise any of the foregoing rights will not be
deemed a waiver of any such right and each such right will be deemed an ongoing
right which may be asserted at any time and from time to time prior to the
scheduled or extended expiration date of the Offer.

16.  Certain Legal Matters; Regulatory Approvals.

General.  The Purchaser is not aware of any pending legal proceeding
relating to the Offer. Except as described in this Section 16, based on its
examination of publicly available information filed by the Company with the SEC
and other publicly available information concerning the Company, the Purchaser
is not aware of any governmental license or regulatory permit that appears to
be material to the Company's business that might be adversely affected by the
Purchaser's acquisition of Shares as contemplated herein or of any approval or
other action by any governmental, regulatory or administrative authority or
agency, domestic or foreign, that would be required for the acquisition or
ownership of Shares by the Purchaser or CEMEX as contemplated herein. Should
any such approval or other action be required, the Purchaser currently
contemplates that, except as described below under "--State Takeover Statutes,"
such approval or other action will be sought. While the Purchaser does not
currently intend to delay acceptance for payment of Shares tendered pursuant to
the Offer pending the

43

outcome of any such matter, there can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that if such approvals were not obtained or such
other actions were not taken, adverse consequences might not result to the
Company's business, or certain parts of the Company's business might not have
to be disposed of, any of which could cause the Purchaser to elect to terminate
the Offer without the purchase of Shares thereunder under certain conditions.
See Section 15.

State Takeover Statutes.  A number of states have adopted laws that purport,
to varying degrees, to apply to attempts to acquire corporations that are
incorporated in, or that have substantial assets, stockholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws.

In Edgar v. MITE Corp., the Supreme Court of the United States invalidated
on constitutional grounds the Illinois Business Takeover Statute which, as a
matter of state securities law, made takeovers of corporations meeting certain
requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of
America, the Supreme Court held that the State of Indiana could, as a matter of
corporate law, constitutionally disqualify a potential acquirer from voting
shares of a target corporation without the prior approval of the remaining
stockholders where, among other things, the corporation is incorporated in, and
has a substantial number of stockholders in, the state. Subsequently, in TLX
Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled
that the Oklahoma statutes were unconstitutional insofar as they apply to
corporations incorporated outside Oklahoma in that they would subject such
corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v.
McReynolds, a Federal District Court in Tennessee ruled that four Tennessee
takeover statutes were unconstitutional as applied to corporations incorporated
outside Tennessee. This decision was affirmed by the United States Court of
Appeals for the Sixth Circuit.

The Company is incorporated under the laws of Puerto Rico. Puerto Rico does
not have a "business combination" statute restricting mergers and similar
transactions with "interested stockholders" requiring any vote of stockholders
in excess of a majority vote unless such transaction has been approved by a
company's board of directors.

If any government official or third party should seek to apply any state
takeover law to the Offer or the Merger or other business combination between
the Purchaser or any of its affiliates and the Company, the Purchaser will take
such action as then appears desirable, which action may include challenging the
applicability or validity of such statute in appropriate court proceedings. In
the event it is asserted that one or more state takeover statutes is applicable
to the Offer or the Merger and an appropriate court does not determine that it
is inapplicable or invalid as applied to the Offer or the Merger, the Purchaser
might be required to file certain information with, or to receive approvals
from, the relevant state authorities or holders of Shares, and the Purchaser
might be unable to accept for payment or pay for Shares tendered pursuant to
the Offer, or be delayed in continuing or consummating the Offer or the Merger.
In such case, the Purchaser may not be obligated to accept for payment or pay
for any tendered Shares. See Section 15.

United States Antitrust Compliance.  Under the Hart-Scott-Rodino Act and the
rules that have been promulgated thereunder by the Federal Trade Commission
(the "FTC"), certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the FTC and certain
waiting period requirements have been satisfied. The purchase of Shares
pursuant to the Offer is subject to such requirements.

Pursuant to the requirements of the Hart-Scott-Rodino Act, the Purchaser
filed a Notification and Report Form with respect to the Offer and Merger with
the Antitrust Division and the FTC on June 21, 2002. The waiting period
applicable to the purchase of Shares pursuant to the Offer will expire at 11:59
p.m., Eastern time, on July 8, 2002. However, prior to such time, the Antitrust
Division or the FTC may extend the waiting period by requesting additional
information or documentary material relevant to the Offer from the Purchaser.
If such a

44

request is made, the waiting period will be extended until 11:59 p.m., Eastern
time, on the tenth day after substantial compliance by the Purchaser with such
request. Thereafter, such waiting period can be extended only by court order.

The Antitrust Division and the FTC scrutinize the legality under the
antitrust laws of transactions such as the acquisition of Shares by the
Purchaser pursuant to the Offer. At any time before or after the consummation
of any such transactions, the Antitrust Division or the FTC could take such
action under the antitrust laws of the United States as it deems necessary or
desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer or seeking divestiture of the Shares so acquired
or divestiture of substantial assets of CEMEX or the Company. Private parties
(including individual States) may also bring legal actions under the antitrust
laws of the United States. The Purchaser does not believe that the consummation
of the Offer or the Merger will result in a violation of any applicable
antitrust laws. However, there can be no assurance that a challenge to the
Offer or the Merger on antitrust grounds will not be made, or if such a
challenge is made, what the result will be. See Section 15, including
conditions with respect to litigation and certain governmental actions and
Section 11 for certain termination rights.

Inquiry from the Office of Monopolistic Affairs

On June 14, 2002, the Company received an inquiry from the Office of
Monopolistic Affairs of the Department of Justice of the Commonwealth of Puerto
Rico ("OMA") for information relating to the Offer and the Merger. On June 27,
2002, representatives of the Company met with the OMA to discuss the Offer, the
Merger and the Merger Agreement. As discussed above, while the Company does not
believe that the acquisition of Shares by the Purchaser will violate the
antitrust laws, there can be no assurance that the OMA will not challenge the
Offer on antitrust grounds, or, if such a challenge is made, what the result
will be.

Nuclear Regulatory Commission.  The Company holds a materials license from
the NRC under the Atomic Energy Act of 1954, as amended. The consent of the NRC
to the indirect transfer of control with respect to such license is a condition
to consummation of the Offer. A request by the Company that the NRC consent to
such indirect transfer of control currently is pending with the NRC.

Other Filings.  CEMEX conducts operations in a number of foreign countries,
and filings may have to be made with foreign governments under their pre-merger
notification statutes. The filing requirements of various nations are being
analyzed by the parties and, where advisable, such filings will be made.

17.  Fees and Expenses.

Goldman, Sachs & Co. ("Goldman, Sachs") is acting as financial advisor to
CEMEX in connection with the Offer and the Merger, for which services Goldman,
Sachs will receive customary compensation. CEMEX has agreed to reimburse
Goldman, Sachs for reasonable travel and other expenses incurred by Goldman,
Sachs in performing its services, including reasonable fees and expenses of its
legal counsel, and to indemnify Goldman, Sachs and certain related parties
against certain liabilities, including liabilities under the federal securities
laws, arising out of its engagement. In the ordinary course of business,
Goldman, Sachs and its affiliates may actively trade or hold the securities of
the Company and CEMEX for their own account or for the account of customers
and, accordingly, may at any time hold a long or short position in such
securities.

CEMEX and the Purchaser have retained Georgeson Shareholder Communications
Inc. to be the Information Agent and Citibank, N.A. to be the Depositary in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, telecopy, telegraph and personal interview and may request
banks, brokers, dealers and other nominees to forward materials relating to the
Offer to beneficial owners of Shares.

45

The Information Agent and the Depositary each will receive reasonable and
customary compensation for their respective services in connection with the
Offer, will be reimbursed for reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under federal securities laws.

Neither CEMEX nor the Purchaser will pay any fees or commissions to any
broker or dealer or to any other person (other than to the Depositary and the
Information Agent) in connection with the solicitation of tenders of Shares
pursuant to the Offer. Brokers, dealers, commercial banks and trust companies
will, upon request, be reimbursed by the Purchaser for customary mailing and
handling expenses incurred by them in forwarding offering materials to their
customers.

18.  Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. However, the Purchaser may, in its discretion, take such
action as it may deem necessary to make the Offer in any such jurisdiction and
extend the Offer to holders of Shares in such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF CEMEX OR THE PURCHASER NOT CONTAINED HEREIN OR IN
THE LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

The Purchaser and CEMEX have filed with the SEC a Tender Offer Statement on
Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulations under
the Exchange Act, together with exhibits furnishing certain additional
information with respect to the Offer, and may file amendments thereto. In
addition, the Company has filed with the SEC a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9, together with
exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the
recommendation of the Company's Board of Directors with respect to the Offer
and the reasons for such recommendation and furnishing certain additional
related information. A copy of such documents, and any amendments thereto, may
be examined at, and copies may be obtained from, the SEC (but not the regional
offices of the SEC) in the manner set forth under Section 7 above.

TRICEM ACQUISITION, CORP.

July 1, 2002

46

SCHEDULE I

INFORMATION CONCERNING
DIRECTORS AND EXECUTIVE OFFICERS
OF CEMEX AND THE PURCHASER

1.  Directors and Executive Officers of CEMEX.

The following table sets forth the name, present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years for each member of the Board of Directors and each executive
officer of CEMEX. Unless indicated otherwise, each person is a citizen of
Mexico with a principal business address at Ave. Constitucion 444 Pte.,
Monterrey, Nuevo Leon, Mexico 64000.

Principal Occupation or
Employment and Material
Name                      Title               Positions Held During the Past Five Years
----                      -----               -----------------------------------------

Lorenzo H. Zambrano...... Chairman, Chief     Chairman of the Board of Directors of CEMEX since
Executive Officer   1995, Director since 1979 and Chief Executive
and Director        Officer of CEMEX since 1985. Mr. Zambrano is a
member of the Board of Directors of Fomento
Economico Mexicano, S.A. de C.V., Empresas ICA,
S.A. de C.V., Alfa, S.A. de C.V., Cydsa, S.A., Vitro,
S.A., and Grupo Televisa, S.A. He is Chairman of the
Board of Directors of Consejo de EnseZanza e
Investigacion Superior, A.C., which manages ITESM.
He is also a member of the Stanford Business
School's advisory group and a member of the board
of directors and of the executive committee of Grupo
Financiero Banamex Accival, S.A. de C.V. In
addition, he is a member of the Board of Directors of
The Museum of Modern Art, The Economic
Development Institute of the World Bank, Americas
Society, Inc., Museo de Arte Contemporaneo, and the
Mexico-United States Commission for Educational
and Cultural Exchange.

Armando J. Garcia Segovia Director, Executive Executive Vice Director since 1983 and Executive
Vice President of   Vice President of Development President of
Development         Development of CEMEX since 1996. Mr. Garcia was
Director of Development of CEMEX from 1994 to
1996. He also serves as a member of the Board of
Directors of Materiales Industriales de Chihuahua,
S.A. de C.V., Calhidra y Mortero de Chihuahua, S.A.
de C.V., Cementos de Chihuahua, S.A. de C.V.,
Construcentro de Chihuahua, S.A. de C.V., Control
Administrativo Mexicano, S.A. de C.V., Compania
Industrial de Parras, S.A. de C.V., Fabrica La Estrella,
S.A. de C.V., Prendas Textiles, S.A. de C.V., Telas de
Parras, S.A. de C.V., Canacem, Confederacion
Patronal de la Republica Mexicana, Centro Patronal
de Nuevo Leon, and Instituto Mexicano del Cemento
y del Concreto. He is also Chairman of the Board of
Directors of Centro de Estudios del Sector Privado
para el Desarrollo Sostenible.

1

Principal Occupation or
Employment and Material
Name                       Title    Positions Held During the Past Five Years
----                       -----    -----------------------------------------

Eduardo Brittingham Sumner Director Director since 1967. Mr. Brittingham is currently
General Director of Laredo Autos, S.A. de C.V., since
1988, and of Auto Express Rapido Nuevo Laredo,
S.A. de C.V., since 1980. He is a member of the
Board of Directors of Consorcio Industrial de
Exportacion, S.A. de C.V. since 1988, and an
alternate member of the Board of Directors of Vitro,
S.A.

Lorenzo Milkmo Zambrano... Director Director since 1977. Mr. Milkmo is General Director
of Inmobiliaria Ermiza, S.A. de C.V., since 1988 and
as a member of the Board of Directors of Seguros la
Comercial, S.A., Banco Santander Mexicano, S.A.
(Regional), Nacional Financiera S.N.C. and
Bancomer, S.A. (Regional).

Rodolfo Garcia Muriel..... Director Director since 1985. Mr. Garcia is the Chief
Executive Officer of Compania Industrial de Parras,
S.A. de C.V., since 1996 and its Chairman of the
Board of Directors since 1996. Mr. Muriel is also
Chairman of the Board of Directors of Parras Cone de
Mexico, S.A. de C.V., since 1993, Hilapar, S.A. de
C.V., since 1996 and Vice-Chairman of the Board of
Directors of the Camara Nacional de la Industria
Textil since 1994. He is also a member of the Board
of Directors of Parras Williamson, S.A. de C.V.,
Telas de Parras, S.A. de C.V., Prendas Textiles, S.A.
de C.V., Iusacell, S.A. de C.V., Iusa-GE, S. de R.L.,
Cambridge Lee Industries Inc., Industrias Unidas,
S.A., Apollo Operadora de Sociedades de Inversion,
S.A. de C.V., and Sinkro, S.A. de C.V

Rogelio Zambrano Lozano... Director Director since 1987. Mr. Zambrano is General
Director of Carza S.A. de C.V., since 1985 and Plaza
Sesamo S.A. de C.V., since 1992. Mr. Lozano is also
a member of the consultive board of Grupo
Financiero Banamex Accival, S.A. de C.V. Zona
Norte.

2

Principal Occupation or
Employment and Material
Name                       Title    Positions Held During the Past Five Years
----                       -----    -----------------------------------------

Robert Zambrano Villarreal Director Director since 1987. Mr. Zambrano is Chairman of
the Board of Directors of Desarrollo Integrado, S.A.
de C.V., since 1994, Pronatura S.A. de C.V., since
1997, Administracion Ficap, S.A. de C.V., since
1994, Aero Zano, S.A. de C.V., since 1994, Ciudad
Villamonte, S.A. de C.V., Focos, S.A. de C.V., since
1994, C & I Capital, S.A. de C.V., since 1997,
Industrias Diza, S.A. de C.V., since 1994,
Inmobiliaria Sanni, S.A. de C.V., since 1994,
Inmuebles Trevisa, S.A. de C.V., since 1994,
Servicios Tecnicos Hidraulicos, S.A. de C.V., since
1994, and Mantenimiento Integrado, S.A. de C.V.
since 1993. He is a member of the Board of Directors
of S.L.I. de Mexico, S.A. de C.V., CompaZia de
Vidrio Industrial, S.A. de C.V., Radio Digital 220,
S.A. de C.V., Eicon, S.A. de C.V. and
Telecomunicaciones Publicas y Privadas, S.A. de
C.V.

Bernardo Quintana Isaac... Director Director since 1990. Mr. Quintana is Chairman of the
Board of Directors of Grupo ICA, S.A. de C.V., and
its Chief Executive Officer since 1994. He is also a
member of the Board of Directors of Telefonos de
Mexico, S.A. de C.V., Grupo Financiero Banamex
Accival, S.A. de C.V., Grupo Financiero Inbursa,
S.A. de C.V., Grupo Carso, S.A. de C.V., and Grupo
Maseca, S.A. de C.V. He is also a member of the
Consejo Mexicano de Hombres de Negocios.

Dionisio Garza Medina..... Director Director since 1995. Mr. Garza is Chairman of the
Board and Chief Executive Officer of Alfa, S.A. de
C.V., since 1990. He is Chairman of the Board of
Hylsamex, S.A. de C.V., since 1993 and of Sigma
Alimentos, S.A. de C.V., since 1990. He is also a
member of the Board of Directors of Vitro, S.A.,
Cydsa, S.A., Seguros Comercial America, S.A., and
Grupo Financiero Bancomer, S.A. de C.V. He is also
a member of Consejo Mexicano de Hombres de
Negocios, the consultive committee of Harvard
Business School and the David Rockefeller Center for
Latin American Studies and the consultive committee
of the New York Stock Exchange. He is also
Chairman of the Executive Board of the Universidad
de Monterrey, A.C.

3

Principal Occupation or
Employment and Material
Name                        Title              Positions Held During the Past Five Years
----                        -----              -----------------------------------------

Alfonso Romo Garza......... Director           Director since 1995. Mr. Romo is Chairman of the
Board of Directors and Chief Executive Officer of
Pulsar Internacional, S.A. de C.V., since 1984,
Chairman of the Board of Directors and Chief
Executive Officer of Savia, S.A. de C.V., since 1986,
Chairman of the Board of Directors and Chief
Executive Officer of Seguros Comercial America,
S.A. de C.V., since 1989, Chairman of the Board of
Directors and Chief Executive Officer of Empaques
Ponderosa, S.A. de C.V., since 1994, and Chairman
of the Board of Directors and Chief Executive Officer
of Seminis Inc., since 1996. He is also a member of
the board of Nacional de Drogas, S.A. de C.V. and
Grupo Maseca S.A. de C.V. He is an external advisor
of the World Bank Board for Latin America and the
Caribbean, and member of the Board of Directors of
The Donald Danford Plant Science Center.

Jorge Garcia Segovia....... Alternate Director Alternate Director since 1985. Mr. Garcia was Retail
Banking Executive Director of Banca Sefin (North
Region) from 1995 to 1998. Since 1998, he has
served as Director of Vector Casa de Bolsa, S.A. de
C.V. He is also a member of the Board of Directors of
Compania Industrial de Parras., S.A. de C.V., Vitro
Vidrio Plano, S.A., ABA Seguros, S.A., and director
of Vector Casa de Bolsa, S.A. de C.V.

Tomas Brittingham.......... Alternate Director Alternate Director since 1987. He is the Chief
Executive Officer of Laredo Autos, S.A. de C.V.,
since 1983.

Mauricio Zambrano Villareal Alternate Director Alternate Director since 1995. Mr. Zambrano is
General Vice-President of Desarrollo Integrado, S.A.
de C.V., since 1978. He is also Chairman of the Board
of Directors of Empresas Falcon, S.A. de C.V. and
Trek Associates, Inc., Secretary of the Board of
Directors of Administracion Ficap, S.A. de C.V.,
Aero Zano, S.A. de C.V., Ciudad Villamonte, S.A. de
C.V., Focos, S.A. de C.V., Compania de Vidrio
Industrial, S.A. de C.V., C & I Capital, S.A. de C.V.,
Industrias Diza, S.A. de C.V., Inmobiliaria Sanni,
S.A. de C.V., Inmuebles Trevisa, S.A. de C.V., Praxis
Accesorios, S.A. de C.V. and Servicios Tecnicos
Hidraulicos, S.A. de C.V., and a member of the Board
of Directors of Sylvania Lighting International
Mexico, S.A. de C.V., Invercap, S.A. de C.V. and
Precision Auto Care, Inc.

4

Principal Occupation or
Employment and Material
Name                     Title              Positions Held During the Past Five Years
----                     -----              -----------------------------------------

Luis Santos de la Garza. Board Examiner     Board Examiner since 1989 and Alternate Director
from 1987 to 1988. He was a Senator of Mexico for
the State of Nuevo Leon from 1997 to 2000. He is
also a member of the Board of Directors of Grupo
Industrial Ramirez, S.A. de C.V., since 1981 and
Productora de Papel, S.A. de C.V., since 1985. He
was a founding partner of Bufete de Abogados
Santos-Elizondo-Cantd-Rivera-Gonzalez-De la
Garza, S.C.

Fernando Ruiz Arredondo. Alternate Board    Mr. Ruiz has been Alternate Board Examiner since
Examiner           1981.

Hector Medina........... Executive Vice     Executive Vice President of Planning and of Planning
President          and Finance of CEMEX since 1996. Mr. Medina was
President of CEMEX Mexico from 1994 to 1996. Mr.
Medina also is President of the Purchaser since 2002.

Rodrigo Trevino......... Chief Financial    Chief Financial Officer of CEMEX since 1997. Prior
Officer            to joining CEMEX, Mr. Trevino was the Country
Corporate Officer for Citicorp/Citibank Chile from
1995 to 1996.

Ramiro G. Villarreal.... General Counsel    General Counsel of CEMEX since 1987. Although
not a director, Mr. Villarreal has served as Secretary
of the Board of Directors since 1995. Mr. Villarreal
also is a Director and Secretary of the Purchaser since
2002.

Mario de la Garza....... Vice President of  Vice President of Administration of CEMEX since
Administration     1996. Mr. de la Garza was Director of Administration
of CEMEX from 1994 to 1996.

Francisco Garza......... President of CEMEX President of CEMEX North America and Trading
North America and  since 1998. Mr. Garza was President of CEMEX
Trading            Mexico and CEMEX USA from 1996 to 1998 and
President of Vencemos and Cemento Bayano from
1994 to 1996.

Jose Luis Saenz de Miera President of CEMEX President of the Europe and Asia region since 1998.
Europe and Asia    Mr. Saenz was President of Valenciana from 1994 to
1998. He is a citizen of Spain.

Victor Romo............. President of CEMEX President of the South American and Caribbean
South America and  region since 1998. Mr. Romo was President of
the Caribbean      Vencemos from 1996 to 1998 and General Director of
Administration and Finance of Valenciana from 1994
to 1996.

Gilberto Perez.......... President of CEMEX President of CEMEX US since 1998. Prior to that
US                 time, Mr. Perez of was Vice President of Planning
and Marketing for CEMEX Mexico and Planning
Vice President of CEMEX Venezuela. Mr. Perez has
been employed with CEMEX since 1989.

5

2.  Directors and Executive Officers of the Purchaser.

The following table sets forth the name, present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years for each member of the Board of Directors and each executive
officer of the Purchaser. Unless indicated otherwise, each person is a citizen
of Mexico with a principal business address at Ave. Constitucion 444 Pte.,
Monterrey, Nuevo Leon, Mexico 64000.

Principal Occupation or
Employment and Material
Name              Title               Positions Held During the Past Five Years
----              -----               -----------------------------------------

Hector Medina.... President           See above.

Philippe Gastone. Director, Vice      Director and Vice President since 2002. Mr Gastone
President           is a Senior Vice President in the Business
Development group of Cemex since 2000. Mr.
Gastone was a Director of Investment Banking at
Merrill Lynch in London, England from 1997 to 1999
and an Executive Director of UBS from 1994 to 1997.
Mr Gastone is a French citizen. Principal business
address: CEMEX USA, 590 Madison Ave., 41st
Floor, New York, NY 10022.

Ramiro Villarreal Director, Secretary See above.

Alfredo Cavazos.. Treasurer           Treasurer of the Purchaser since 2002. Mr. Cavazos is
Director of Corporate Business Development of
CEMEX, since 2000. Mr. Cavazos was Manager of
Strategic Planning of CEMEX from 1997 to 2000.

Jill Simeone..... Director, Assistant Director and Assistant Secretary of the Purchaser
Secretary           since 2002. Ms. Simeone is General Counsel, North
America Region and International Trading Group for
CEMEX, since July 2001. Ms. Simeone was General
Counsel of CEMEX USA since 1999. In 1998-1999,
Ms. Simeone was a Fulbright Scholar at ITESM in
Monterrey, Mexico and a visiting law professor at the
Facultad Libre Derecho in Monterrey. From 1993 to
1998, she was an Assistant District Attorney in the
Manhattan District Attorney's office. Ms. Simeone is
a citizen of the United States of America. Principal
business address: CEMEX USA, 590 Madison Ave.,
41st Floor, New York, NY 10022.

6

Principal Occupation or
Employment and Material
Name       Title               Positions Held During the Past Five Years
----       -----               -----------------------------------------

Eric Tulla Assistant Secretary Assistant Secretary of the Purchaser since 2002.
Mr. Tulla is a founding partner of the law firm of
Rivera Tulla & Ferrer of San Juan, Puerto Rico. He is
admitted to the bar of the Supreme Court of Puerto
Rico (1974), U.S. District Court, District Court of
Puerto Rico and U.S. Court of Appeals for the First
Circuit (1974), U.S. Supreme Court (1977) and the
District of Columbia (1979). Educated at Yale
University (B.A. 1970) and Columbia University
(J. D. 1973), he is a member of the Bar Association
of Puerto Rico, the Federal and American Bar
Associations, the American College of Trial Lawyers,
(State Chairman 1998, 1999), and the International
Academy of Trial Lawyers. He is also a director and
past president of the Federacion de Vela De Puerto
Rico, and a Council Member and an International
Judge of the International Sailing Federation. Mr.
Tulla is a citizen of the United States of America with
a principal business address at 50 Quisqueya Street,
San Juan, Puerto Rico 00917.

7

Manually signed facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of Transmittal,
certificates for Shares and any other required documents should be sent or
delivered by each stockholder of the Company or such stockholder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
one of the addresses set forth below:

The Depositary for the Offer is:

Citibank, N.A.
Citibank Agency & Trust

By Facsimile Transmission
(for Eligible Institutions only):

(212) 701-7636

Confirm by Telephone:

(212) 701-7624

By Courier:                   By Mail:                    By Hand:

Computershare Trust          Computershare Trust         Computershare Trust
Company of New York         Company of New York         Company of New York
Wall Street Plaza           Wall Street Station          Wall Street Plaza
88 Pine Street, 19th Floor         P.O. Box 1010         88 Pine Street, 19th Floor
New York, New York 10005   New York, New York 10268-1010 New York, New York 10005

Questions or requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Additional copies
of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery and related materials may be obtained from the Information Agent as
set forth below and will be furnished promptly at the Purchaser's expense.
Stockholders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

[LOGO] Georgeson Shareholder

Georgeson Shareholder Communications Inc.

17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers call collect: (212) 440-9800
All Others Call Toll Free: 1-800-616-5497

EXHIBIT (a)(2)

Letter of Transmittal

to Tender Shares of Common Stock

of

Puerto Rican Cement Company, Inc.

Pursuant to the Offer to Purchase, dated July 1, 2002

by

Tricem Acquisition, Corp.,

an indirect wholly owned subsidiary of

CEMEX, S.A. de C.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Citibank, N.A.

By First-Class Mail:       By Overnight Courier,            By Hand:
Certified or Express Mail
Delivery:
Computershare Trust        Computershare Trust        Computershare Trust
Company                   Company                    Company
of New York                of New York                of New York
Wall Street Station         Wall Street Plaza          Wall Street Plaza
P.O. Box 1010        88 Pine Street, 19th Floor 88 Pine Street, 19th Floor
New York, NY 10268-1010      New York, NY 10005         New York, NY 10005

Facsimile Transmission for Eligible Institutions: For Confirmation by Telephone:
(212) 701-7636                           (212) 701-7624

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR
BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM
W-9 SET FORTH BELOW.

THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
----------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s)      Share Certificate(s) and Share(s) Tendered
appear(s) on Share Certificate(s))        (Please attach additional signed list, if necessary)
----------------------------------------------------------------------------------------------------
----------------------------------------------------
Total Number of      Number
Share Certificate    Shares Represented   of Shares
Number(s)(1)      by Certificate(s)(1) Tendered(2)
----------------------------------------------------

----------------------------------------------------
-                    -
----------------------------------------------------
----------------------------------------------------
-                    -
----------------------------------------------------
----------------------------------------------------
-                    -
----------------------------------------------------
----------------------------------------------------
-                    -
----------------------------------------------------
----------------------------------------------------
-                    -
----------------------------------------------------
Total Shares Tendered
-

(1) Need not be completed by stockholders delivering Shares (as defined herein)
by book-entry transfer ("Book-Entry Stockholders").
(2) Unless otherwise indicated, all Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
[_] CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION 11.

This Letter of Transmittal is to be used by stockholders of Puerto Rican
Cement Company, Inc. (the "Company") if certificates ("Share Certificates") for
Shares (as defined herein) are to be forwarded herewith or, unless an Agent's
Message (as defined in Section 3 of the Offer to Purchase) is utilized, if
delivery of Shares is to be made by book-entry transfer to an account
maintained by the Depositary at the Book-Entry Transfer Facility (as defined in
Section 2 of the Offer to Purchase) and pursuant to the procedures set forth in
Section 3 the Offer to Purchase.

Holders of Shares who wish to tender such Shares but whose Share
Certificates are not immediately available, or who cannot complete the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to the Depositary prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase), must tender their Shares
according to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

TENDER OF SHARES

[_]  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-
ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:________________________________________

Account Number:_______________________________________________________

Transaction Code Number:______________________________________________
----------------------------------------------------------------------------

[_]  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):______________________________________

Window Ticket Number (if any):________________________________________

Date of Execution of Notice of Guaranteed Delivery:___________________

Name of Eligible Institution that Guaranteed Delivery:________________
----------------------------------------------------------------------------

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Tricem Acquisition, Corp., a Puerto Rico
corporation (the "Purchaser") and an indirect wholly owned subsidiary of CEMEX,
S.A. de C.V., a corporation organized under the laws of the United Mexican
States ("CEMEX"), the above-described shares of common stock, par value $1.00
per share (the "Shares"), of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), pursuant to the Purchaser's offer to purchase all
outstanding Shares at a purchase price of U.S. $35.00 per Share, net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated July 1,
2002, and in this Letter of Transmittal (which, together with the Offer to
Purchase and any amendments or supplements thereto or hereto, collectively
constitute the "Offer"). Receipt of the Offer is hereby acknowledged.

Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to or upon the order of the Purchaser all right, title and
interest in and to all the Shares that are being tendered hereby (and any and
all dividends, distributions, rights, other Shares or other securities issued
or issuable in respect thereof with a record date before, and a payment date
after, the Expiration Date (as defined in Section 1 of the Offer to Purchase),
other than the Company's regular quarterly dividend of $0.19 per Share if such
regular quarterly dividend is declared and the record date for such regular
quarterly dividend is on or prior to the Expiration Date (collectively, but
excluding any such regular quarterly dividend, "Distributions")) and
irrevocably constitutes and appoints Citibank, N.A. (the "Depositary") the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and any and all Distributions), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver certificates for, or transfer ownership of, such
Shares (and any and all Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidence of transfer and authenticity, to, or upon the order of, the Purchaser,
(ii) present such Shares (and any and all Distributions) for transfer on the
books of the Company, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and any and all Distributions),
all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Philippe Gastone, Ramiro Villarreal and Jill Simeone in their
respective capacities as officers or directors of the Purchaser, and any
individual who thereafter shall succeed to any such office of the Purchaser,
and each of them, and any other designees of the Purchaser, the
attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual or special meeting of the Company's
stockholders or any adjournment or postponement thereof, or otherwise in such
manner as each such attorney-in-fact and proxy or his or her substitute shall
in his or her sole discretion deem proper with respect to, to execute any
written consent concerning any matter as each such attorney-in-fact and proxy
or his or her substitute shall in his or her sole discretion deem proper with
respect to, and to otherwise act as each such attorney-in-fact and proxy or his
or her substitute shall in his or her sole discretion deem proper with respect
to, all of the Shares (and any and all Distributions) tendered hereby and
accepted for payment by the Purchaser. This appointment will be effective if
and when, and only to the extent that, the Purchaser accepts such Shares for
payment pursuant to the Offer. This power of attorney and proxy are irrevocable
and are granted in consideration of the acceptance for payment of such Shares
in accordance with the terms of the Offer. Such acceptance for payment shall,
without further action, revoke any prior powers of attorney and proxies granted
by the undersigned at any time with respect to such Shares (and any and all
Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if
given, will not be deemed effective). The Purchaser

3

reserves the right to require that, in order for the Shares or other securities
to be deemed validly tendered, immediately upon the Purchaser's acceptance for
payment of such Shares, the Purchaser must be able to exercise full voting,
consent and other rights with respect to such Shares (and any and all
Distributions), including voting at any meeting of the Company's stockholders.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all Distributions), that the undersigned owns the Shares
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the
tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act,
and that, when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto and to
any and all Distributions, free and clear of all liens, restrictions, charges
and encumbrances and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered hereby and
any and all Distributions. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of the Purchaser any and
all Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and
transfer or appropriate assurance thereof, the Purchaser shall be entitled to
all rights and privileges as owner of each such Distribution and may withhold
the entire purchase price of the Shares tendered hereby or deduct from such
purchase price, the amount or value of such Distribution as determined by the
Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer (and if the Offer is extended or amended, the terms or conditions of
any such extension or amendment). Without limiting the foregoing, if the price
to be paid in the Offer is amended in accordance with the Merger Agreement (as
defined in the Introduction to the Offer to Purchase), the price to be paid to
the undersigned will be the amended price notwithstanding the fact that a
different price is stated in this Letter of Transmittal. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchaser may not be required to accept for payment any of the Shares
tendered hereby.

Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all the Shares purchased and/or
return any certificates for the Shares not tendered or accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all the Shares
purchased and/or return any certificates for the Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return
any certificates evidencing Shares not tendered or not accepted for payment
(and any accompanying documents, as appropriate) in the name(s) of, and deliver
such check and/or return any such certificates (and any accompanying documents,
as appropriate) to, the person(s) so indicated. Unless otherwise indicated in
the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that the Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder thereof if the Purchaser does not accept for payment any of
the Shares so tendered.

4

-------------------------------------------------------  --------------------------------------------------------

SPECIAL PAYMENT INSTRUCTIONS                             SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)                         (See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the                To be completed ONLY if the check for the
purchase price of Shares accepted for payment            purchase price of Shares accepted for payment
or certificates representing Shares not tendered         and/or certificates representing Shares not
or accepted for payment are to be issued in the          tendered or accepted for payment are to be sent
name of someone other than the undersigned.              to someone other than the undersigned or to the
undersigned at an address other than that shown
Issue:  [_] Check                                        under "Description of Shares Tendered."
[_] Certificate(s) to
Mail:  [_] Check
Name:______________________________________________           [_] Certificate(s) to
(Please Print)
Name:______________________________________________
Address:___________________________________________                        (Please Print)

----------------------------------                       Address:___________________________________________
(Include Zip Code)
----------------------------------
----------------------------------                                       (Include Zip Code)
(Taxpayer Identification or Social Security Number)
----------------------------------
(Also complete Substitute Form W-9 below)           (Taxpayer Identification or Social Security Number)
-------------------------------------------------------  --------------------------------------------------------

5

IMPORTANT
STOCKHOLDER: SIGN HERE
(Complete Substitute Form W-9 Included)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Signature(s) of Owner(s))

Name(s): _____________________________________________________________________

---------------------------------------------------

Capacity (Full Title):
-------------------------------
(See Instruction 5)
Address: _____________________________________________________________________

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------
(Include Zip Code)

Area Code and Telephone Number: ______________________________________________

Taxpayer Identification or
Social Security Number: ______________________________________________________
(See Substitute Form W-9)

Dated: _____________________, 2002

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

GUARANTEE OF SIGNATURE(S)
(If required--See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.

Authorized Signature(s): _____________________________________________________

Name: ________________________________________________________________________

Name of Firm: ________________________________________________________________

Address: _____________________________________________________________________
(Include Zip Code)

Area Code and Telephone Number: ______________________________________________

Dated: ____________________, 2002

6

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures.  No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of these Instructions, includes
any participant in the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of Shares) of Shares
tendered herewith, unless such registered holder(s) has completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on the Letter of Transmittal or (b) such Shares are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a
participant in the Securities Transfer Agents Medallion Program, or by any
other "eligible guarantor institution", as such term is defined in Rule 17Ad-15
of the Exchange Act (each, an "Eligible Institution" and collectively the
"Eligible Institutions"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender.  This Letter of Transmittal is to be completed by
stockholders if Share Certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date. Stockholders whose
Share Certificates are not immediately available, or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis or who cannot
deliver all other required documents to the Depositary prior to the Expiration
Date, may tender their Shares by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i)
such tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form made available by the Purchaser, must be received by the Depositary prior
to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry
Confirmation) evidencing all tendered Shares, in proper form for transfer, in
each case together with the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry delivery, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after the date of
execution of such Notice of the Guaranteed Delivery. If Share Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN THIS LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS ACTUALLY ARE RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or a facsimile hereof), waive any right to
receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space.  If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.

7

4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer).  If fewer than all the Shares evidenced by any Share Certificate are
to be tendered, fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered." In this case, new Share Certificates for
the Shares that were evidenced by your old Share Certificates, but were not
tendered by you, will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.  If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any change
whatsoever.

If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations.

If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Purchaser of the authority of such person so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment to be made or certificates
for Shares not tendered or not accepted for payment are to be issued in the
name of a person other than the registered holder(s). Signatures on any such
Share Certificates or stock powers must be guaranteed by an Eligible
Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificate(s). Signature(s) on any such Share Certificates or stock
powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the transfer
and sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificate(s) for Shares
not tendered or not accepted for payment are to be registered in the name of,
any person other than the registered holder(s), or if tendered certificate(s)
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such other person) payable on account of the
transfer to such other person will be deducted from the purchase price of such
Shares purchased unless evidence satisfactory to the Purchaser of the payment
of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) evidencing the Shares
tendered hereby.

7. Special Payment and Delivery Instructions.  If a check is to be issued in
the name of, and/or certificates for Shares not tendered or not accepted for
payment are to be issued or returned to, a person other than the signer(s) of
this Letter of Transmittal or if a check and/or such certificates are to be
returned to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown in this Letter of
Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed.

8. Substitute Form W-9.  A tendering stockholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is provided under "Important Tax Information" below, and to
certify, under penalty of perjury, that such TIN is correct and that such
holder is not subject to backup withholding of tax. If a tendering stockholder
is subject to backup withholding, the stockholder

8

must cross out Item (Y) of Part 3 of the Certification Box of the Substitute
Form W-9. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to federal income tax withholding of 30% of
any payments made to the stockholder, but such withholdings will be refunded if
the tendering stockholder provides a TIN within 60 days.

Certain stockholders (including, among others, all corporations and certain
nonresident alien individuals and foreign entities) are not subject to backup
withholding. Foreign stockholders should compete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding, or other applicable Form W-8, a copy of which
may be obtained from the Depositary, in order to avoid backup withholding. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.

9. Requests for Assistance or Additional Copies.  Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at the address and phone number set forth
below, or from brokers, dealers, commercial banks or trust companies.

10. Waiver of Conditions.  Subject to the terms and conditions of the Merger
Agreement (as defined in the Offer to Purchase), the Purchaser reserves the
right, in its sole discretion, to waive, at any time or from time to time, any
of the specified conditions of the Offer (other than the Minimum Condition), in
whole or in part, in the case of any Shares tendered.

11. Lost, Destroyed, or Stolen Certificates.  If any certificate
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify Mellon Investor Services LLC, in its capacity as transfer agent
for the Shares, at 1-800-851-9677. The stockholder then will be instructed as
to the steps that must be taken in order to replace the certificate. This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY
WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

9

IMPORTANT TAX INFORMATION

Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on the Substitute Form W-9 below. If such stockholder
is an individual, the TIN is such stockholder's Social Security Number. If a
tendering stockholder is subject to backup withholding, such stockholder must
cross out Item (Y) of Part 3 of the Certification box on the Substitute Form
W-9. If the Depositary is not provided with the correct TIN, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder may be subject to backup
withholding of 30%.

Certain stockholders (including, among others, all corporations and certain
nonresident alien individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. Foreign stockholders should
compete and sign the main signature form and a Form W-8BEN, Certificate of
Foreign Status of Beneficial Owner for United States Tax Withholding, or other
applicable Form W-8, a copy of which may be obtained from the Depositary, in
order to avoid backup withholding. Exempt stockholders, other than foreign
stockholders, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.

If backup withholding applies, the Depositary is required to withhold 30% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to withholding will be
reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such stockholder is awaiting a TIN).

What Number to Give the Depositary

The stockholder is required to give the Depositary the Social Security
Number or Employer Identification Number of the record holder of the Shares. If
the Shares are in more than one name, or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report. If the tendering stockholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
the stockholder should write "Applied For" in the space provided for the TIN in
Part I, and sign and date the Substitute Form W-9. If "Applied For" is written
in Part I, the Depositary will withhold 30% of payments made for the
stockholder, but such withholdings will be refunded if the tendering
stockholder provides a TIN within 60 days.

10

PAYER'S NAME: CITIBANK, N.A.

Name______________________________________________
SUBSTITUTE
Address___________________________________________
Form W-9                                   (Number and Street)
Department of the          ____________________________________________________
Treasury Internal Revenue                 (City)  (State)          (Zip Code).......
Service                    ---------------------------------------------------------
Part 1(a)--PLEASE PROVIDE             TIN
Payer's Request for        YOUR TIN IN THE BOX AT
Taxpayer Identification    RIGHT AND CERTIFY BY       -------------------------
Number (TIN)               SIGNING AND DATING BELOW        (Social Security
Number or
Employer
Sign Here (right arrow)                                   Identification Number)
---------------------------------------------------------
Part 1(b)--PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE
APPLIED FOR, AND ARE AWAITING RECEIPT OF,
YOUR TIN           [_]
---------------------------------------------------------
Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS)__
---------------------------------------------------------
Part 3-- CERTIFICATION UNDER PENALTIES OF PERJURY, I
CERTIFY THAT (X) The number shown on this form is my
correct TIN (or I am waiting for a number to be
issued to me), (Y) I am not subject to backup
withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a
failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject
to backup withholding, and (Z) I am a U.S. person
(including a U.S. resident alien).
SIGNATURE __________________________________________

DATE _______________________________________________
---------------------------------------------------------

Certification of Instructions -- You must cross out Item (Y) of Part 3 above
if you have been notified by the IRS that you currently are subject to backup
withholding because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such Item (Y).

11

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
1(b) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION
NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (1) I HAVE MAILED OR
DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO
THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY
ADMINISTRATION OFFICE OR (2) I INTEND TO MAIL OR DELIVER AN APPLICATION IN
THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER
IDENTIFICATION NUMBER TO THE PAYOR BY THE TIME OF PAYMENT, 30 PERCENT OF
ALL REPORTABLE PAYMENTS MADE TO ME PURSUANT TO THIS OFFER WILL BE
WITHHELD.

----------------------    -------------------------
Signature                      Date
NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER.    PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER    IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.

MANUALLY SIGNED FACSIMILE COPIES OF THIS LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST
PAGE.

Questions or requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and all other tender offer materials may be directed to the
Information Agent as set forth below and will be furnished promptly at the
Purchaser's expense. The Purchaser will not pay fees or commissions to any
broker or dealer or any other person for soliciting tenders of Shares pursuant
to the Offer. Stockholders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

[LOGO] Georgeson Shareholder

Georgeson Shareholder Communications Inc.

17 State Street, 10th Floor
New York New York 10004
Banks and Brokers call collect: (212) 440-9800
All Others Call Toll Free: 1-800-616-5497

EXHIBIT (a)(3)
Notice of Guaranteed Delivery

for

Tender of Shares of Common Stock

of

Puerto Rican Cement Company, Inc.

by

Tricem Acquisition, Corp.,

an indirect wholly owned subsidiary of

CEMEX, S.A. de C.V.

(Not to be used for signature guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis or if time will not
permit all required documents to reach Citibank, N.A. (the "Depositary") on or
prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase). This form may be delivered by hand, transmitted by facsimile
transmission or mailed to the Depositary. See Section 3 of the Offer to
Purchase.

The Depositary for the Offer is:

Citibank, N.A.

By First-Class Mail:       By Overnight Courier,            By Hand:
Certified or Express Mail
Delivery:
Computershare Trust        Computershare Trust        Computershare Trust
Company                    Company                    Company
of New York                of New York                of New

York
Wall Street Station         Wall Street Plaza          Wall Street Plaza
P.O. Box 1010        88 Pine Street, 19th Floor 88 Pine Street, 19th Floor
New York, NY 10268-1010      New York, NY 10005         New York, NY 10005

Facsimile Transmission
for Eligible           For Confirmation by
Institutions:              Telephone:
(212) 701-7636             (212) 701-7624

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO
THE DEPOSITARY.

THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEES MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.

The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in Section 3 of the Offer to Purchase) in
connection with a book-entry transfer and certificates for Shares, or a
book-entry transfer thereof, to the Depositary within the time period shown
herein. Failure to do so could result in a financial loss to such Eligible
Institution.

THE GUARANTEE ON THE FOLLOWING PAGES MUST BE COMPLETED.

Ladies and Gentlemen:

The undersigned hereby tenders to Tricem Acquisition, Corp., a Puerto Rico
corporation and an indirect wholly owned subsidiary of CEMEX, S.A. de C.V., a
company organized under the laws of the United Mexican States, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated July 1,
2002 (the "Offer to Purchase"), and the related Letter of Transmittal (the
"Letter of Transmittal" which, together with the Offer to Purchase and any
amendments or supplements thereto, constitute the "Offer"), receipt of which is
hereby acknowledged, the number of shares of common stock, par value $1.00 per
share (the "Shares"), of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), set forth below, pursuant to the guaranteed
delivery procedure set forth in the Offer to Purchase.

Number of Shares Tendered:                                    Name(s) of Record Holder(s):
-------------------                      ----------------------------------
Certificate Number(s) (if available):
----------------------------------------                      ----------------------------------
(please print)
----------------------------------------

[_] Check if securities will be tendered by                   Address(es):
book-entry transfer.                                          ----------------------------------

----------------------------------
(Zip Code)

Name of Tendering Institution:                                Area Code and Telephone Number(s):

----------------------------------------                      ----------------------------------

Account Number:                                               Signature(s):
---------------------------
----------------------------------
Date: _______________________________________, 2002
----------------------------------

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program or any other Eligible Institution, guarantees to
deliver to the Depositary either the certificates evidencing all tendered
Shares, in proper form for transfer, or to deliver Shares pursuant to the
procedure for book-entry transfer into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), in either case
together with the Letter of Transmittal (or a facsimile thereof) properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, within three New York
Stock Exchange trading days after the date hereof.

Name of Firm: ___________
-------------------------
Address: ________________   (Authorized Signature)

-------------------------  Title: __________________
(Zip Code)
Name: ___________________
Area Code and Telephone     (Please Type or Print)
Number:
Dated: ____, 2002
-------------------------

NOTE:  DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EXHIBIT (a)(4)

OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK

of

Puerto Rican Cement Company, Inc.

by

Tricem Acquisition, Corp.,

an indirect wholly owned subsidiary of

CEMEX, S.A. de C.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

July 1, 2002

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Tricem Acquisition, Corp., a Puerto Rico corporation (the "Purchaser") and
an indirect wholly owned subsidiary of CEMEX, S.A. de C.V., a corporation
organized under the laws of the United Mexican States ("CEMEX"), has made an
offer to purchase all outstanding shares of common stock, par value $1.00 per
share (the "Shares"), of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), at a purchase price of U.S. $35.00 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated July 1, 2002 (the
"Offer to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal" which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer") enclosed herewith.

Holders of Shares who wish to tender their Shares but whose certificates for
such Shares (the "Share Certificates") are not immediately available, who
cannot complete the procedures for book-entry transfer on a timely basis, or
who cannot deliver all other required documents to Citibank, N.A. (the
"Depositary") prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase) must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.

The Offer is conditioned upon, among other things, (1) there being validly
tendered (other than by guaranteed delivery where actual delivery has not
occurred) and not properly withdrawn prior to the expiration of the Offer a
number of Shares which represents at least a majority of the Shares outstanding
on a fully diluted basis and (2) any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the regulations thereunder
having expired or been terminated. The Offer is subject to certain other
conditions contained in Sections 1 and 15 of the Offer to Purchase. Please read
Sections 1 and 15 to the Offer to Purchase, which set forth in full the
conditions of the Offer.

Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.

1. Offer to Purchase, dated July 1, 2002;

2. Letter of Transmittal for your use in accepting the Offer and tendering
Shares and for the information of your clients (manually signed
facsimile copies of the Letter of Transmittal may be used to tender
Shares);

3. Notice of Guaranteed Delivery to be used to accept the Offer if Share
Certificates are not immediately available or if such certificates and
all other required documents cannot be delivered to the Depositary, or
if the procedures for book-entry transfer cannot be completed on a
timely basis;

4. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions
with regard to the Offer;

5. The letter to stockholders of the Company from Miguel A. Nazario,
Chairman of the Company, accompanied by the Company's Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company, which includes the
recommendation of the Company's board of directors that stockholders
accept the Offer and tender their Shares to the Purchaser pursuant to
the Offer; and

6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

The Company's board of directors, at a special meeting held on June 11,
2002, with one director absent, unanimously (1) determined that the Merger
Agreement (as defined below) and the transactions contemplated thereby,
including the Offer and the Merger (as defined below), are fair to the
Company's stockholders and in the best interests of the Company and its
stockholders; (2) approved and adopted the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger; and (3)
recommended that the Company's stockholders (A) accept the Offer and (B) if
stockholder approval is necessary, approve the Merger Agreement and the Merger.
Accordingly, the Company's board of directors recommends that your clients
accept the Offer and tender all of their Shares pursuant to the Offer.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 11, 2002 (the "Merger Agreement"), among CEMEX, the Purchaser and
the Company. The Merger Agreement provides for, among other things, the making
of the Offer by the Purchaser, and further provides that the Purchaser will be
merged with and into the Company (the "Merger") as soon as practicable
following the satisfaction or waiver of each of the conditions to the Merger
set forth in the Merger Agreement. Following the Merger, the Company will
continue as the surviving corporation and an indirect wholly owned subsidiary
of CEMEX, and the separate corporate existence of the Purchaser will cease.

Concurrently with entering into the Merger Agreement, the Purchaser and
CEMEX entered into substantially identical Transaction Support Agreements with
four stockholders of the Company that collectively own 1,482,804 Shares,
constituting approximately 29% of the Shares outstanding. Under the Transaction
Support Agreements, these stockholders have agreed, among other things, to
tender their Shares in the Offer and to vote for the Merger. See Section 11 of
the Offer to Purchase for a discussion of the Merger Agreement and Transaction
Support Agreements.

In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in Section 3 of the Offer to Purchase) in
connection with a book-entry delivery of Shares, and other required documents
should be sent to the Depositary and (ii) Share certificates representing the
tendered Shares should be delivered to the Depositary, or such Shares should be
tendered by book-entry transfer into the Depositary's account maintained at the
Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase)
and pursuant to the procedure set forth in Section 3 of the Offer to Purchase,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.

2

The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Information Agent and the Depositary as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant
to the Offer. The Purchaser, however, upon request, will reimburse you for
customary mailing and handling costs incurred by you in forwarding the enclosed
materials to your customers.

The Purchaser will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
TIME, ON MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent at the address and telephone numbers set forth on the
back cover of the Offer to Purchase. Additional copies of the enclosed
materials may be obtained from the Information Agent.

Very truly yours,

Georgeson Shareholder Communications
Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF CEMEX, THE PURCHASER, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3

EXHIBIT (a)(5)

OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK

of

Puerto Rican Cement Company, Inc.

by

Tricem Acquisition, Corp.,
an indirect wholly owned subsidiary of
CEMEX, S.A. de C.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated July 1, 2002
(the "Offer to Purchase"), and a related Letter of Transmittal (the "Letter of
Transmittal" which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer") in connection with
the offer by Tricem Acquisition, Corp., a Puerto Rico corporation (the
"Purchaser") and an indirect wholly owned subsidiary of CEMEX, S.A. de C.V., a
corporation organized under the laws of the United Mexican States ("CEMEX"), to
purchase all outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of Puerto Rican Cement Company, Inc., a Puerto Rico corporation (the
"Company"), at a purchase price of U.S. $35.00 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the Letter of Transmittal enclosed
herewith.

We are the holder of record of Shares for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.

We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to the
following:

1. The offer price is U.S. $35.00 per Share, net to you in cash, without
interest thereon.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of June 11, 2002 (the "Merger Agreement"), among CEMEX, the
Purchaser and the Company. The Merger Agreement provides, among other
things, that the Purchaser will be merged with and into the Company (the
"Merger") following the satisfaction or waiver of each of the conditions
to the Merger set forth in the Merger Agreement. Upon completion of the
Merger, each Share issued and outstanding (other than Shares held by the
Company, CEMEX, the Purchaser or their respective subsidiaries and other
than Shares held by stockholders who properly exercise their appraisal
rights under Puerto Rico law) will be converted into the right to
receive U.S. $35.00 in cash, without interest. See Section 11 of the
Offer to Purchase for a discussion of the Merger Agreement.

4. The Company's board of directors, at a special meeting held on June 11,
2002, with one director absent, unanimously (1) determined that the
Merger Agreement and the transactions contemplated thereby, including
the Offer and the Merger, are fair to the Company's stockholders and in
the best interests of the Company and its stockholders, (2) approved
and adopted the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger, and (3) recommended that
the Company's stockholders (A) accept the Offer and (B) if stockholder
approval is necessary, approve the Merger Agreement and the Merger.
Accordingly, the Company's board of directors has recommended that you
accept the Offer and tender all of your Shares pursuant to the Offer.

5. Concurrently with entering onto the Merger Agreement, the Purchaser and
CEMEX entered into substantially identical Transaction Support
Agreements with four stockholders of the Company that collectively own
1,482,804 Shares, constituting approximately 29% of the Shares
outstanding. Under the Transaction Support Agreements, these
stockholders have agreed, among other things, to tender their Shares in
the Offer and to vote for the Merger. See Section 11 of the Offer to
Purchase for a discussion of the Transaction Support Agreements.

6. The Offer and withdrawal rights will expire at 12:00 midnight, Eastern
time, on Monday, July 29, 2002 (the "Expiration Date"), unless the Offer
is extended.

7. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.

The Offer is conditioned upon, among other things, (1) there being validly
tendered (other than by guaranteed delivery where actual delivery has not
occurred) and not properly withdrawn prior to the expiration of the Offer a
number of Shares which represents at least a majority of the Shares outstanding
on a fully diluted basis and (2) any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the regulations thereunder
having expired or been terminated. The Offer is subject to certain other
conditions contained in Sections 1 and 15 of the Offer to Purchase. Please read
Sections 1 and 15 of the Offer to Purchase, which set forth in full the
conditions to the Offer.

The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In those jurisdictions where securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
will be deemed to be made on behalf of the Purchaser by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us also is enclosed. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us sufficiently before the
Expiration Date to permit us to submit a tender on your behalf prior to the
Expiration Date.

INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING
SHARES OF COMMON STOCK

of

Puerto Rican Cement Company, Inc.

by

Tricem Acquisition, Corp.,
an indirect wholly owned subsidiary of
CEMEX, S.A. de C.V.

The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated July 1, 2002, and the related Letter of Transmittal, in
connection with the offer by Tricem Acquisition, Corp., a Puerto Rico
corporation (the "Purchaser") and an indirect wholly owned subsidiary of CEMEX,
S.A. de C.V., a company organized under the laws of the United Mexican States
("CEMEX"), to purchase all outstanding shares of common stock, par value $1.00
per share (the "Shares"), of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), at a purchase price of U.S. $35.00 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.

Number of Shares to Be Tendered:*
___________________________________

Account Number:________             SIGN HERE

Dated:______ , 2002         _________________________

_________________________
Signature(s)

_________________________

_________________________

_________________________

_________________________
Print Name(s) and
Address(es)

_________________________

_________________________

_________________________
Area Code and Telephone
Number(s)

_________________________
Taxpayer Identification
or Social Security
Number(s)

*  Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.

EXHIBIT (a)(6)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you don't have a taxpayer identification number ("TIN") or you don't know
your number, obtain Form SS-5, Application for a Social Security Card, Form
W-7, Application for I.R.S. Individual Taxpayer Identification Number, or Form
SS-4, Application for Employer Identification Number, at the local office of
the Social Security Administration or the Internal Revenue Service and apply
for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on all dividend and
interest payments and on broker transactions include the following:

. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement account, or a custodial account under section 403(b)(7), if the
account satisfies the requirements of section 401(f)(2).
. The U.S. or any agency or instrumentality thereof.
. A state, the District of Columbia, a possession of the U.S., or any
subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
. An international organization, or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S., the
District of Columbia, or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A foreign central bank of issue.

Further, an exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1) is similarly exempted, except on broker
transactions.

Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident alien partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made by an Employee Stock Ownership Plan pursuant to Section 404(k).

Payments of interest not generally subject to backup withholding include the
following:

. Payments of interest on obligations issued by individuals.

NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE THE SUBSTITUTE FORM W-9 TO AVOID
POSSIBLE ERRONEOUS BACKUP WITHHOLDING. COMPLETE THE SUBSTITUTE FORM W-9 AS
FOLLOWS:

ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ACROSS THE FACE OF
THE FORM, SIGN, DATE, AND RETURN THE FORM TO THE PAYER.

IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP
WITHHOLDINGS, GIVE THE PAYER THE APPROPRIATE COMPLETED INTERNAL REVENUE SERVICE
FORM W-8.

Certain payments other than interest, dividends, and patron-age dividends
that are not subject to information reporting are also not subject to backup
withholding. For details, see the sections 6041, 6041A, 6042, 6044, 6045, 6049,
6050A and 6050N and the regulations thereunder.

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. Payers
must be given the numbers whether or not recipients are required to file tax
returns. Payers must generally withhold 30% (or such reduced rate as
applicable) of taxable interest, dividend, and certain other payments made
prior to January 1, 2004, to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirm-ations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS--If the payer discloses or uses
taxpayer identification numbers in violation of Federal law, the payer may be
subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9

Guidelines for Determining the Proper Taxpayer Identification Number to Give
the Payer--Social security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.

------------------------------------------------------  ----------------------------------------------------------

Give the EMPLOYER
Give the SOCIAL SECURITY                                     IDENTIFICATION number of
For this type of account:  number of --                 For this type of account:       --
------------------------------------------------------  ----------------------------------------------------------

1. An individual's account The individual               6. A valid trust, estate,       The legal entity (Do not
or pension trust             furnish the identifying
number of the
representative or trustee
unless the legal entity
itself is not designated
in the account title) (4)

2. Two or more             The actual owner of the      7. Corporate account            The corporation
individuals (joint      account or, if combined
account)                funds, the first
individual on the account
(1)

3. Custodian account of a  The minor (2)                8. Partnership account          The partnership
minor (Uniform Gift to                                  held in the name of
Minors Act)                                             the business

4. a. The usual revocable  The grantor trustee (1)      9. Association, club,           The organization
savings trust account                                   religious, charitable,
(grantor is also                                        educational, or other
trustee)                                                tax-exempt organization

4. b. So-called trust      The actual owner (1)         10. A broker or                 The broker or nominee
account that is not a                                    registered nominee
legal or valid trust
under state law

5. Sole proprietorship     The owner (3)                11.                             The public entity
account                                                  Account with the Department
of Agriculture in the
name of the public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
------------------------------------------------------  ----------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner. The name of the business or the "doing business
as" name may also be entered. Either the social security number or the
employer identification number may be used.
(4) List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.

2

EXHIBIT (a)(9)

Media Relations               Investor Relations         Analyst Relations
Daniel Perez Whitaker         Abraham Rodriguez          Jose Antonio Gonzalez
(52 81) 8152-2747             (52 81) 8328-3631          (212) 317-6017
daniel_pw@cemex.com           arodriguez@cemex.com       josegonzalez@cemex.com

[GRAPHIC REMOVED HERE]

CEMEX LAUNCHES TENDER OFFER TO ACQUIRE ALL
OUTSTANDING SHARES OF PUERTO RICAN CEMENT COMPANY

MONTERREY, MEXICO, AND SAN JUAN, PUERTO RICO, July 1, 2002. -- CEMEX, S.A. de
C.V. ("CEMEX", NYSE: CX), through its subsidiary, Tricem Acquisition, Corp.
("Tricem"), announced today the launch of a tender offer to acquire all
outstanding shares of Puerto Rican Cement Company ("PRCC", NYSE: PRN) for US$35
per share net to the selling holders in cash. The offer will expire on Monday,
July 29th, 2002 at 12:00 midnight, New York time, unless the offer is extended.

As previously announced, CEMEX has entered into a definitive agreement with PRCC
for CEMEX to launch a tender offer for all outstanding shares of PRCC. This
transaction was unanimously approved by all of the directors present at meetings
of the boards of both PRCC and Tricem, and is subject to the tender of a
majority of the outstanding shares of PRCC, regulatory approvals, and other
customary closing conditions.

Goldman, Sachs & Co. is acting as financial advisor to CEMEX. UBS Warburg, LLC
is acting as financial advisor and is providing a fairness opinion regarding the
transaction, for PRCC.

Copies of the tender offer can be obtained from Georgeson Shareholder
Communications Inc., the information agent for the tender offer, at
1-800-616-5497. A copy of the tender offer has also been filed with the U.S.
Securities and Exchange Commission. Investors and security holders may obtain a
copy of these documents filed by CEMEX with the commission at www.sec.gov.

CEMEX is a leading global producer and marketer of cement and ready-mix
products, with operations concentrated in the world's most dynamic cement
markets across four continents. CEMEX combines a deep knowledge of the local
markets with its global network and information technology systems to provide
world-class products and services to its customers, from individual homebuilders
to large industrial contractors. For more information, visit www.cemex.com.

-- END --

This press release is for informational purposes only. The solicitation of
offers to buy PRCC shares will only be made pursuant to the offer to purchase
and related materials that Tricem will file and will send to PRCC shareholders.
This communication shall not constitute a solicitation of an offer to purchase
in any jurisdiction in which such offer, solicitation or sale would be unlawful.

EXHIBIT (a)(10)

Relacion con Medios      Relacion con Inversionistas      Relacion con Analistas
Daniel Perez Whitaker    Abraham Rodriguez                Jose Antonio Gonzalez
(52 81) 8152-2747        (52 81) 8328-3631                (212) 317-6017
daniel_pw@cemex.com      arodriguez@cemex.com             josegonzalez@cemex.com

[GRAPHIC REMOVED HERE]

CEMEX INICIA OFERTA DE COMPRA DEL TOTAL
DE ACCIONES DE PUERTO RICAN CEMENT COMPANY

MONTERREY,  MEXICO, Y SAN JUAN, PUERTO RICO, Julio 1 de 2002. - CEMEX S.A. de
C.V. (BMV:  CEMEXCPO),  a traves de su subsidiaria Tricem Acquisition,  Corp.
("Tricem"), anuncio hoy el inicio de una oferta para adquirir  todas las
acciones en  circulacion de Puerto Rican Cement  Company  ("PRCC",  NYSE:  PRN)
a un precio neto de US$35 dolares en efectivo por accion.  La oferta  expirara
el 29 de julio de 2002 a las 12:00 de la medianoche, tiempo de Nueva York,
a menos que esta sea extendida.

Previamente se habia dado a conocer que ambas companias habian alcanzado un
acuerdo definitivo para que CEMEX adquiera a PRCC. La transaccion, que fue
aprobada por unanimidad por los miembros presentes en las reuniones de los
consejos de PRCC y de Tricem, esta sujeta a que se presenten posturas de venta
de la mayoria de las acciones en circulacion de PRCC, obtener las autorizaciones
regulatorias correspondientes, y otras condiciones usuales.

Goldman, Sachs & Co. es el asesor  financiero  de CEMEX en la  transaccion.
UBS Warburg,  LLC es el asesor  financiero de PRCC y ha expresado a la compania
su opinion respecto a la transaccion.

Copias de la documentacion de la oferta estan disponibles a traves de Georgeson
Shareholder Communications Inc., agente de informacion para la oferta, en el
telefono: 1-800-616-5497. Ademas, copia de la oferta ha sido registrada en la
Comision de Valores de los Estados Unidos. Inversionistas y accionistas pueden
obtener copia de esta documentacion registrada por CEMEX en la comision, en el
sitio www.sec.gov.

CEMEX es una compania global lider en la produccion y distribucion de cemento,
con operaciones posicionadas primariamente en los mercados mas dinamicos del
mundo a traves de cuatro continentes. CEMEX combina un profundo conocimiento de
los mercados locales con su red mundial de operaciones y sistemas de tecnologia
informatica a fin de proveer productos y servicios de clase mundial a sus
clientes, desde constructores individuales hasta grandes contratistas
industriales. Para mayor informacion, visite www.cemex.com.

--FIN--

Este comunicado es solamente para efectos informativos. La oferta de adquisicion
de acciones de PRCC se hara solamente de acuerdo a la documentacion de la oferta
que Tricem registrara y enviara a los accionistas de PRCC. Este comunicado no
representa una oferta de adquisicion de acciones en ninguna jurisdiccion donde
dicha oferta fuese ilegal.

EXHIBIT (a)(11)

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only
pursuant to the Offer to Purchase, dated July 1, 2002, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other applicable laws of such jurisdiction. However,
Purchaser (as defined below) may, in its sole discretion, take such actions as
it may deem necessary to make the Offer in any jurisdiction and extend the Offer
to holders of Shares in such jurisdiction. In those jurisdictions where
securities, blue sky or other applicable laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Puerto Rican Cement Company, Inc.
at
U.S. $35.00 Net Per Share
by
Tricem Acquisition, Corp.,
an indirect wholly owned subsidiary of
CEMEX, S.A. de C.V.
Tricem Acquisition, Corp., a Puerto Rico corporation ("Purchaser") and an
indirect wholly owned subsidiary of CEMEX, S.A. de C.V., a corporation organized
under the laws of the United Mexican States ("CEMEX"), is offering to purchase
all of the outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of Puerto Rican Cement Company, Inc., a Puerto Rico corporation (the
"Company"), at a price of $35.00 per Share, net to the seller in cash, without
interest thereon, pursuant to the terms and subject to the conditions set forth
in the Offer to Purchase, dated July 1, 2002 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with the Offer to Purchase
and any amendments or supplements thereto, collectively constitute the "Offer").
Tendering stockholders who have Shares registered in their names and who tender
directly to Citibank, N.A. (the "Depositary") will not be charged brokerage fees
or commissions or, subject to Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares pursuant to the Offer. Stockholders who
hold their Shares through a broker or bank, and such broker or bank tenders the
Shares on their behalf, should consult such institution as to whether it charges
any service fees. Purchaser will pay all charges and expenses of the Depositary
and Georgeson Shareholder Communications Inc., which is acting as the
information agent for the Offer (the "Information Agent"), incurred in
connection with the Offer. Following the consummation of the Offer, Purchaser
intends to effect the Merger described below.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
MONDAY, JULY 29, 2002, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (1) there being validly
tendered (other than by guaranteed delivery where actual delivery has not
occurred) pursuant to the terms and subject to the conditions of the Offer, and
not properly withdrawn prior to the expiration of the Offer, that number of
Shares which represents at least a majority of the then issued and outstanding
Shares of common stock of the Company on a fully diluted basis (the "Minimum
Condition"), and (2) any waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the regulations thereunder having
expired or been terminated. The Offer also is subject to certain other
conditions contained in the Offer to Purchase. It is your responsibility to
carefully read and consult with your advisors about such other conditions.
Please read Sections 1 and 15 of the Offer to Purchase, which set forth in full
important

information describing the conditions to the Offer. Purchaser's obligation to
purchase the Shares is not conditioned on any financing arrangements or subject
to any financing condition. See Section 9 of the Offer to Purchase for a full
description of CEMEX's and Purchaser's financing arrangements.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of June 11, 2002 (the "Merger Agreement"), among CEMEX, Purchaser and the
Company. The purpose of the Offer is to permit CEMEX, through Purchaser, to
acquire at least a majority voting interest of the then issued and outstanding
common stock of the Company as the first step in acquiring the entire equity
interest in the Company. The Merger Agreement provides that, among other things,
Purchaser will commence the Offer and that as promptly as practicable after the
purchase of the majority of the then issued and outstanding Shares of the
Company pursuant to the Offer and the satisfaction or waiver of the other
conditions set forth in the Merger Agreement and pursuant to relevant provisions
of the General Corporation Law of the Commonwealth of Puerto Rico (the "PRGCL"),
Purchaser will merge with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation. At the effective time of the Merger
(the "Effective Time"), each Share issued and outstanding immediately prior to
the Effective Time (other than Shares owned by the Company, CEMEX or any of
their respective subsidiaries, all of which will be cancelled, and other than
Shares that are held by stockholders, if any, who properly exercise their
appraisal rights under the PRGCL) automatically will be converted into the right
to receive $35.00 in cash, or any higher price that is paid pursuant to the
Offer, without interest thereon. Without limiting the foregoing, effective upon
the acceptance for payment of Shares pursuant to the Offer pursuant to the terms
of the Merger Agreement, the holders of such Shares will sell and assign to
CEMEX through Purchaser all right, title and interest in and to all of the
Shares tendered (including, but not limited to, such holder's right to any and
all dividends and distributions with a declaration date before, and a record
date after, the scheduled or extended expiration date of the Offer).

The Company's Board of Directors, at a special meeting held on June 11, 2002,
with one director absent, unanimously (1) determined that the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
are fair to the Company's stockholders and in the best interests of the Company
and its stockholders; (2) approved and adopted the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger; and (3)
recommended that the Company's stockholders (A) accept the Offer and (B) if
stockholder approval is necessary, approve the Merger Agreement and the Merger.
Accordingly, the Company's Board of Directors has recommended that you accept
the Offer and tender all of your Shares pursuant to the Offer.

Concurrently with entering into the Merger Agreement, Purchaser and CEMEX
entered into substantially identical Transaction Support Agreements (as defined
in the Offer to Purchase) with four stockholders of the Company that
collectively own 1,482,804 Shares, constituting approximately 29% of the issued
and outstanding Shares of the Company. Under the Transaction Support Agreements,
these stockholders have agreed, among other things, to tender their Shares in
the Offer and to vote for the Merger.

For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, the Shares validly tendered (other than by
guaranteed delivery where actual delivery has not taken place) and not properly
withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. In all cases, on the terms and subject to the conditions of the Offer,
payment for Shares purchased pursuant to the Offer will be made by deposit of
the purchase price with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from Purchaser and
transmitting such payment to tendering stockholders. Under no circumstances will
Purchaser be held responsible for payment of interest on the purchase price of
Shares as a consequence of any delay of the agent or any third party in making
any payment to the tendering stockholders. Payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after the timely
receipt by the Depositary of (i) certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile

thereof) with all required signature guarantees or, in the case of book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase), and (iii)
any other documents required by the Offer to Purchase and the Letter of
Transmittal.

Subject to the terms of the Merger Agreement, Purchaser may, without the consent
of the Company, extend the Expiration Date of the Offer:

(i) if, at the Expiration Date of the Offer, any of the conditions to the Offer
have not been satisfied or, to the extent permitted by applicable laws waived,
until such conditions are satisfied or, to the extent permitted by the Merger
Agreement, waived;

(ii) for any period required by any rule, regulation, interpretation or position
of the U.S. Securities and Exchange Commission or the staff thereof applicable
to the Offer or any period required by applicable law;

(iii) for up to 10 additional business days in increments of not more than two
business days each (but in no event beyond the Termination Date (as defined in
the Offer to Purchase)), if, immediately prior to the Expiration Date, the
Shares tendered and not withdrawn pursuant to the Offer constitute more than 80%
and less than 90% of the then issued and outstanding Shares of the Company,
notwithstanding that all conditions to the Offer are satisfied as of the
Expiration Date; or

(iv) in certain other circumstances as set forth in Section 1 of the Offer to
Purchase; provided, that, in the case of any extension under clause (iii), CEMEX
and Purchaser may not thereafter assert the failure of any of the conditions
provided for in clause (b)(ii) of Section 15 of the Offer to Purchase, or for
purposes of clause (b)(iii) or (c) of Section 15 of the Offer to Purchase, a
Company Material Adverse Effect (as defined in the Offer to Purchase) or a
material breach of a representation or warranty, in each such case, by reasons
of an event other than a knowing, intentional breach by the Company occurring
after the initial extension under clause (iii).

Purchaser has agreed in the Merger Agreement that, with certain exceptions, if
any condition to the Offer is not satisfied or waived on the Expiration Date,
Purchaser must extend the Offer, if such condition or conditions could
reasonably be expected to be satisfied, until such conditions are satisfied or
waived. See Section 1 and "Termination of the Merger Agreement" of Section 11 of
the Offer to Purchase for more details on our ability to extend the Offer. The
term "Expiration Date" means 12:00 midnight, Eastern time, on Monday, July 29,
2002, unless Purchaser shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by Purchaser, shall expire.
Purchaser has the right to include a "subsequent offering period" in the event
that the Minimum Condition has been satisfied but the Shares tendered and not
withdrawn pursuant to the Offer constitute less than 90% of the Shares as of the
Expiration Date. During a subsequent offering period, stockholders may tender,
but not withdraw, their Shares and promptly receive the Offer consideration.
Pursuant to federal securities laws, Purchaser may not extend the Offer during
the subsequent offering period for less than three business days or more than 20
business days (for all such extensions).

Any extension of the period during which the Offer is open will be followed, as
promptly as practicable, by public announcement thereof made by Purchaser, such
announcement to be issued not later than 9:00 a.m., Eastern time, on the next
business day as the previously scheduled Expiration Date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer, subject to the rights of a tendering stockholder to
withdraw such stockholder's Shares (except during any subsequent offering
period).

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date; however, Shares tendered in any subsequent offering period may
not be withdrawn. Except as otherwise provided in Section 4 of the Offer to
Purchase, tenders of Shares made pursuant to the Offer are irrevocable. For a
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any notice of
withdrawal must specify the name, address and taxpayer identification number of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of such Shares, if different
from that of the person who tendered the Shares. If certificates for Shares to
be withdrawn have been delivered or otherwise identified to the Depositary,
then,

prior to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and, unless such Shares
have been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in Section 3 of the Offer to
Purchase, such notice of withdrawal must also specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares. Please note that all questions as to the form and validity (including
time of receipt) of notices of withdrawal will be determined by Purchaser, in
its sole discretion, and its determination will be final and binding on all
parties.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a
taxable transaction for United States federal income tax purposes and possibly
for the Commonwealth of Puerto Rico and other state, local and foreign income
tax purposes as well. In general, a stockholder who sells Shares pursuant to the
Offer or receives cash in exchange for Shares pursuant to the Merger will
recognize a gain or loss for United States federal income tax purposes equal to
the difference, if any, between the amount of cash received and the
stockholder's adjusted tax basis in the Shares sold pursuant to the Offer or
exchanged for cash pursuant to the Merger. Provided that such Shares constitute
capital assets in the hands of the shareholder, such gain or loss will be
capital gain or loss, and will be long-term capital gain or loss if the holder
has held the Shares for more than one year at the time of sale. Long term
capital gains recognized by an individual generally will be eligible for reduced
rates of taxation, and the deductibility of capital losses is subject to
limitations. The foregoing assumes that the Company is not a passive foreign
investment company with respect to a particular stockholder in which case
special tax rules could apply. All stockholders are encouraged to consult with
their own tax advisors as to the particular tax consequences of the Offer and
the Merger to them, including the applicability and effect of the alternative
minimum tax and any state, local or foreign income and other tax laws and of
changes in such tax laws. For a more complete description of certain United
States federal income tax consequences of the Offer and the Merger, see
Section 5 of the Offer to Purchase.

The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.

The Company has provided Purchaser with its list of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Shares. The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.

Questions and requests for assistance and copies of the Offer to Purchase, the
Letter of Transmittal and all other tender offer materials may be directed to
the Information Agent at the address and telephone numbers set forth below and
will be furnished promptly at Purchaser's expense. Purchaser will not pay any
fees or commissions to any broker or dealer or any other person for soliciting
tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

Georgeson Shareholder

17 State Street, 10th Floor
New York, NY 10004

Banks and Brokers call collect: (212) 440-9800
All Others Call Toll Free: (800) 616-5497

July 1, 2002

EXHIBIT (d)(1)

Conformed Copy

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

CEMEX, S.A. de C.V.

TRICEM ACQUISITION, CORP.

AND

PUERTO RICAN CEMENT COMPANY, INC.

DATED AS OF

June 11, 2002

Table of Contents

Article I
Definitions

Section 1.1    Definitions .................................................   1

Article II
The Offer

Section 2.1    The Offer ...................................................   8
Section 2.2    Company Action ..............................................  11
Section 2.3    Directors ...................................................  12
Section 2.4    Merger Without Meeting of Shareholders ......................  14

Article III
The Merger And Related Matters

Section 3.1    The Merger ..................................................  14
Section 3.2    Certificate of Incorporation of the Surviving Corporation ...  14
Section 3.3    By-Laws of the Surviving Corporation ........................  14
Section 3.4    Directors and Officers of the Surviving Corporation .........  15
Section 3.5    Closing .....................................................  15
Section 3.6    Subsequent Actions ..........................................  15

Article IV
Conversion Of Securities
1 of 56

Section 4.1    Conversion of Capital Stock .................................  15
Section 4.2    Exchange of Certificates ....................................  16
Section 4.3    Appraisal Rights ............................................  17
Section 4.4    Lost, Stolen or Destroyed Certificates ......................  18

Article V
Disclosure Schedules; Standards
For Representations And Warranties

Section 5.1    Disclosure Schedules ........................................  18
Section 5.2    Standards ...................................................  18

Article VI
Representations And Warranties Of The Company

Section 6.1    Due Organization, Good Standing and Power ...................  19
Section 6.2    Authorization and Validity of Agreement .....................  19
Section 6.3    Capitalization ..............................................  20
Section 6.4    Consents and Approvals; No Violations .......................  21
Section 6.5    Company Reports and Financial Statements ....................  22
Section 6.6    Information to Be Supplied ..................................  23
Section 6.7    Absence of Certain Events ...................................  23
Section 6.8    Litigation ..................................................  23
Section 6.9    Title to Properties; Encumbrances; Leases ...................  24
Section 6.10   Compliance with Laws ........................................  24
Section 6.11   Employee Benefit Plans ......................................  25
Section 6.12   Books and Records ...........................................  27
Section 6.13   Taxes .......................................................  27
Section 6.14   Intellectual Property .......................................  29
Section 6.15   Brokers; Schedule of Fees and Expenses ......................  29
Section 6.16   Environmental Matters .......................................  29
Section 6.17   Takeover Statutes ...........................................  31
Section 6.18   Voting Requirements; Board Approval .........................  31
Section 6.19   Opinion of Financial Advisor ................................  32
Section 6.20   Contracts ...................................................  32
Section 6.21   Plants and Equipment ........................................  33
Section 6.22   Labor and Employment Matters ................................  33
Section 6.23   Certain Contracts ...........................................  33
Section 6.24   Insurance ...................................................  34
Section 6.25   Certain Actions..............................................  34
Section 6.26   Ponce Loans and Loan Commitments ............................  34

Article VII
Representations And Warranties Of Parent And Purchaser

Section 7.1    Due Organization; Good Standing .............................  36
Section 7.2    Authorization and Validity of Agreement .....................  36
Section 7.3    Consents and Approvals; No Violations .......................  37
Section 7.4    Information to Be Supplied ..................................  37
Section 7.5    Broker's or Finder's Fee ....................................  38
Section 7.6    Ownership of Capital Stock ..................................  38
Section 7.7    No Prior Activities .........................................  38
Section 7.8    Sufficient Funds ............................................  38

Article VIII
Covenants

Section 8.1    Access to Information Concerning Properties and Records .....  38
Section 8.2    Conduct of the Business of the Company Pending the Closing
Date ........................................................  39
Section 8.3    Company Shareholder Meeting; Preparation of Proxy Statement .  43
Section 8.4    Reasonable Best Efforts; Notification .......................  44
Section 8.5    No Solicitation .............................................  45
Section 8.6    Antitrust Laws ..............................................  48
Section 8.7    Indemnification; Directors' and Officers' Insurance .........  48
Section 8.8    Public Announcements ........................................  49

2 of 56

Section 8.9    Employee Benefits Plans .....................................  50
Section 8.10   Availability of Sufficient Funds ............................  51

Article IX
Conditions To The Merger

Section 9.1    Conditions to Obligations of Each Party .....................  51

Article X
Termination And Abandonment

Section 10.1   Termination .................................................  52
Section 10.2   Effect of Termination .......................................  54
Section 10.3   Payment of Certain Fees .....................................  54

Article XI
Miscellaneous

Section 11.1   Representations and Warranties ..............................  55
Section 11.2   Extension; Waiver ...........................................  55
Section 11.3   Notices .....................................................  56
Section 11.4   Entire Agreement ............................................  57
Section 11.5   Binding Effect; Benefit; Assignment .........................  57
Section 11.6   Amendment and Modification ..................................  57
Section 11.7   Further Actions .............................................  58
Section 11.8   Interpretation ..............................................  58
Section 11.9   Enforcement .................................................  58
Section 11.10  Fees and Expenses ...........................................  59
Section 11.11  Counterparts ................................................  59
Section 11.12  Applicable Law ..............................................  59
Section 11.13  Severability ................................................  59
Section 11.14  Waiver of Jury Trial ........................................  59
Section 11.15  Time ........................................................  59
Section 11.16  Effect on Confidentiality Agreement .........................  59

Annex I - Certain Conditions of the Offer
Exhibit A - Form of Transaction Support Agreement

3 of 56

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2002 (this "AGREEMENT"),
by and among Cemex, S.A. de C.V., a Mexico corporation ("PARENT"), Tricem
Acquisition, Corp., a Puerto Rico corporation and an indirect subsidiary of
Parent ("PURCHASER"), and Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "COMPANY").

WHEREAS, the Boards of Directors of each of Purchaser and the Company have
determined that it is advisable and in the best interests of each corporation
and its respective shareholders to consummate the acquisition of the Company by
Purchaser, upon the terms and subject to the conditions set forth herein;

WHEREAS, in furtherance thereof, it is proposed that Purchaser make a cash
tender offer to acquire all shares of the issued and outstanding common stock,
U.S. $1.00 par value, of the Company (the "COMPANY COMMON STOCK") for U.S.
$35.00 per share, net to the seller in cash;

WHEREAS, Parent, Purchaser and certain holders of Company Common Stock are
contemporaneously with the execution of this Agreement entering into separate
Transaction Support Agreements, the form of which is attached hereto as
Exhibit A (collectively, the "TRANSACTION SUPPORT AGREEMENTS"); and

WHEREAS, also in furtherance of such acquisition, the Boards of Directors
of each of Purchaser and the Company have approved this Agreement and the
transactions contemplated hereby, including the merger of Purchaser with and
into the Company, with the Company as the surviving corporation, following the
Offer (as hereinafter defined) and the Board of Directors of the Company has
also taken such action as is necessary to render inapplicable to this Agreement
and the Transaction Support Agreements and the transactions contemplated hereby
and thereby the provisions of Article TENTH of the Company's Certificate of
Incorporation.

NOW THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. When used in this Agreement, the following terms
shall have the respective meanings specified therefor below (such meanings to be
equally applicable to both the singular and plural forms of the terms defined).

"ACQUISITION AGREEMENT" shall have the meaning set forth in Section 8.5(b).

"AFFILIATE" of any Person shall mean any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person; provided that for the purposes of this definition, "control" (including
with correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or partnership interests, by contract or, otherwise.

"AGREEMENT" shall have the meaning set forth in the preamble hereto.

"ANTITRUST AUTHORITIES" shall have the meaning set forth in Section 8.6(d).

"ANTITRUST LAW" shall have the meaning set forth in Section 8.6(d).

"BALANCE SHEET" means the audited balance sheet of the Company and its
consolidated Subsidiaries as of December 31, 2001.

"BANCO POPULAR LOAN AGREEMENTS" means that certain U.S. $5.9 million Credit
Agreement between the Company and Banco Popular de Puerto Rico, dated December
28, 2001 and that certain U.S. $15.6 million Credit Agreement between the
Company and Banco Popular de Puerto Rico, dated August 10, 2001.

"BUSINESS DAY" means any day other than a Saturday, Sunday or a federal
holiday, and shall consist of the time period from 12:01 a.m. through 12:00
midnight Eastern time.

"CERTIFICATE OF MERGER" shall have the meaning set forth in Section 3.1(b).

"CERTIFICATES" shall have the meaning set forth in Section 4.2(b).

"CLEANUP" shall have the meaning set forth in Section 6.16.

"CLOSING" shall have the meaning set forth in Section 3.5.

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"CLOSING DATE" shall have the meaning set forth in Section 3.5.

"CODE" shall mean the Internal Revenue Code of 1986, as may be amended from
time to time.

"COMPANY" shall have the meaning set forth in the preamble hereto.

"COMPANY BENEFIT PLANS" shall have the meaning set forth in Section
6.11(a).

"COMPANY'S BOARD OF DIRECTORS" shall have the meaning set forth in Section
2.1(a).

"COMPANY BUDGET" shall have the meaning set forth in Section 8.2(b).

"COMPANY COMMON STOCK" shall have the meaning set forth in the recitals
hereof.

"COMPANY DISCLOSURE SCHEDULE" shall have the meaning set forth in Section
5.1.

"COMPANY EMPLOYEES" shall have the meaning set forth in Section 8.9(c).

"COMPANY MATERIAL ADVERSE EFFECT" shall mean (i) a material adverse effect
on the ability of the Company to perform in all respects its obligations under
this Agreement or to consummate the transactions contemplated hereby, (ii) a
material adverse effect on the business, assets, liabilities, financial
condition or results of operations of the Company and its Subsidiaries, taken as
a whole, (iii) as to matters which can reasonably be quantified in economic
terms, any effect which has resulted in or would be reasonably expected to
result in, with respect to the Company and its Subsidiaries, taken as a whole, a
diminution or decrease in the value of properties or assets, an increase in
liabilities or obligations (whether accrued, contingent or otherwise), an
adverse change in the cash flows, business or financial condition, or any
combination thereof involving, individually or in the aggregate, with respect to
all applicable representations or warranties, more than U.S. $15 million;
provided, that, in calculating such amount, any amounts which are included in
the "baskets" set forth in (1) clause (iii) of the last sentence of Section
6.5(c), (2) the first sentence of Section 6.8, (3) Section 6.23(a) and (4)
Section 8.2(b)(11)(E) will be included in the determination of whether such U.S.
$15 million amount is exceeded, or (iv) a material adverse effect on the
long-term ability of the Company and its Subsidiaries, taken as a whole, to
continue their operations or to obtain their required supply of raw materials or
other production inputs; provided, however, that any effect relating to (a) any
changes or developments in the economy in general, the cement, ready mix or
construction industries in Puerto Rico generally or effects of weather or
meteorological events or acts of terrorism or war, provided, that the Company
and its Subsidiaries are not affected by such changes or effects in a materially
disproportionate manner as compared to other companies in such industries in
Puerto Rico, or (b) the negotiation, announcement, execution, delivery,
consummation or anticipation of the transactions contemplated by, or compliance
with, this Agreement and the transactions contemplated hereby, shall be excluded
for purposes of determining whether a Company Material Adverse Effect has
occurred.

"COMPANY PREFERRED STOCK" shall mean that preferred stock of the Company
having a par value of five dollars ($5.00) per share as authorized by the
Company's Certificate of Incorporation.

"COMPANY SEC REPORTS" shall mean all forms, reports, registration
statements and other filings, together with any exhibits, any amendments thereto
and information incorporated by reference therein, filed by the Company or any
of its Subsidiaries with the SEC since December 31, 1999.

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"COMPANY SHAREHOLDER APPROVAL" shall mean the approval of this Agreement
and the Merger at the Company Shareholder Meeting by the holders of a majority
of all outstanding shares of Company Common Stock, voting as one class, with
each share having one vote.

"COMPANY SHAREHOLDER MEETING" shall have the meaning set forth in Section
8.3(a).

"CONFIDENTIALITY AGREEMENT" shall mean the confidentiality agreement
between the Company and Cemex, Inc., dated May 24, 2002.

"CONSUMMATION OF THE OFFER" shall mean the acceptance for payment of shares
of Company Common Stock by Purchaser pursuant to the Offer, in accordance with
the terms of this Agreement.

"CONTRACTS" shall have the meaning set forth in Section 6.4.

"CURE PERIOD" shall have the meaning set forth in Section 2.1(a).

"DISSENTING SHAREHOLDERS" shall have the meaning set forth in Section
4.1(c).

"EFFECTIVE TIME" shall have the meaning set forth in Section 3.1(b).

"ENVIRONMENTAL CLAIMS" shall have the meaning set forth in Section 6.16.

"ENVIRONMENTAL LAWS" shall have the meaning set forth in Section 6.16.

"ERISA" shall have the meaning set forth in Section 6.11.

"ERISA AFFILIATE" shall have the meaning set forth in Section 6.11.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"FINANCIAL STATEMENTS" means the audited and unaudited financial statements
of the Company and its consolidated Subsidiaries included in the Company SEC
Reports.

"FOREIGN PLAN" shall have the meaning set forth in Section 6.11.

"GAAP" shall mean generally accepted accounting principles of the United
States of America, as in effect from time to time.

"GOVERNMENTAL AUTHORITY" shall have the meaning set forth in Section 6.4.

"HAZARDOUS MATERIALS" shall have the meaning set forth in Section 6.16.

"HSR ACT" shall have the meaning set forth in Section 6.4.

"INDEMNIFIED PARTIES" shall have the meaning set forth in Section 8.7(a).

"INDEPENDENT DIRECTORS" shall have the meaning set forth in Section 2.3(a).

"INITIAL EXPIRATION DATE" shall have the meaning set forth in Section
2.1(a).

"INTELLECTUAL PROPERTY RIGHTS" shall have the meaning set forth in Section
6.14.

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"ISSUANCE OBLIGATION" shall have the meaning set forth in Section 6.3(a).

"JOINT PRESS RELEASE" shall have meaning set forth in Section 2.1(b).

"KNOWLEDGE" shall mean, when used in any representation, warranty or
covenant of the Company contained herein, the actual or deemed knowledge (as
defined below) of the individuals listed on Schedule 1.1 hereto. For purposes
hereof, each such individual shall be deemed to have knowledge of any item,
matter, fact, occurrence, circumstance or condition which such individual should
have known through the exercise of reasonable care or after reasonable inquiry.

"LANDLORD LEASES" shall have the meaning set forth in Section 6.9(b).

"LAWS" shall have the meaning set forth in Section 6.4.

"LIENS" shall mean all security interests, liens, claims, pledges, options,
rights of first refusal, charges or other encumbrances of any nature or any
other similar limitation or restriction (including any restriction on the right
to vote or sell the same, except as may be provided under applicable U.S.
federal, state or Puerto Rico securities Laws).

"MATERIAL CONTRACT" shall have the meaning set forth in Section 6.20(a).

"MEASUREMENT DATE" shall mean the first to occur of (a) the date upon which
Parent first designates one or more directors of the Company pursuant to Section
2.3(a) and (b) the date upon which the Effective Time occurs.

"MERGER" shall have the meaning set forth in Section 3.1(a).

"MERGER CONSIDERATION" shall have the meaning set forth in Section 4.1(c).

"MINIMUM CONDITION" shall have the meaning set forth in Section 2.1(a).

"NLRB" shall have the meaning set forth in Section 6.11.

"OFFER" shall have the meaning set forth in Section 2.1(a).

"OFFER DOCUMENTS" shall have the meaning set forth in Section 2.1(c).

"OFFER PRICE" shall have the meaning set forth in Section 2.1(a).

"OFFER TO PURCHASE" shall have the meaning set forth in Section 2.1(a).

"ORDERS" shall have the meaning set forth in Section 6.4.

"PARENT" shall have the meaning set forth in the preamble hereto.

"PARENT DESIGNEES" shall have the meaning set forth in Section 2.3.

"PARENT DISCLOSURE SCHEDULE" shall have the meaning set forth in Section
5.1.

"PARENT MATERIAL ADVERSE EFFECT" shall mean any event, change, occurrence,
effect, fact or circumstance that is materially adverse to the ability of Parent
or Purchaser to perform its obligations under this Agreement or to consummate
the transactions contemplated hereby.

"PAYING AGENT" shall have the meaning set forth in Section 4.2(a).

"PBGC" shall have the meaning set forth in Section 6.11.

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"PERMITS" shall have the meaning set forth in Section 6.10(b).

"PERSON" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, a limited
liability company, any other entity, a group and a government or other
department or agency thereof.

"PONCE" shall have the meaning set forth in Section 6.26.

"PONCE DEBTORS" shall have the meaning set forth in Section 6.26.

"PONCE LOAN COMMITMENTS" shall have the meaning set forth in Section 6.26.

"PONCE LOAN DOCUMENTS" shall have the meaning set forth in Section 6.26.

"PONCE LOANS" shall have the meaning set forth in Section 6.26.

"PRGCL" shall mean the General Corporation Law of the Commonwealth of
Puerto Rico, as currently in effect and as amended from time to time.

"PROXY STATEMENT" shall have the meaning set forth in Section 8.3(b).

"PUERTO RICO" shall mean the Commonwealth of Puerto Rico.

"PURCHASER" shall have the meaning set forth in the preamble hereto.

"QUALIFIED PERSON" shall have the meaning set forth in Section 2.3(a).

"REJECTION PERIOD" shall have the meaning set forth in Section 2.1(a).

"RELEASE" shall have the meaning set forth in Section 6.16.

"RETURNS" shall have the meaning set forth in Section 6.13(a).

"SCHEDULE 14D-9" shall have the meaning set forth in Section 2.2(c).

"SCHEDULE TO" shall have the meaning set forth in Section 2.1(c).

"SEC" shall mean the U.S. Securities and Exchange Commission.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

"SUBSEQUENT AMENDMENT" shall have the meaning set forth in Section 2.1.

"SUBSIDIARY" with respect to a Person shall mean (x) any partnership of
which such Person or any of its Subsidiaries is a general partner (excluding any
such partnership where such Person or any Subsidiary of such Person does not
have a majority of the voting interest in such partnership) or (y) any other
entity in which such Person together with any of its Subsidiaries owns or has
the power to vote more than 50% of the equity interests in such entity having
general voting power to participate in the election of the governing body of
such entity.

"SUFFICIENT FUNDS" shall have the meaning set forth in Section 7.8.

"SUPERIOR PROPOSAL" shall have the meaning set forth in Section 8.5(a).

"SURVIVING CORPORATION" shall have the meaning set forth in Section 3.1(a).

"TAKEOVER PROPOSAL" shall have the meaning set forth in Section 8.5(a).

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"TAXES" shall have the meaning set forth in Section 6.13(a).

"TENANT LEASES" shall have the meaning set forth in Section 6.9(b).

"TERMINATION DATE" shall mean ninety days following commencement of the
Offer; provided, however, that if the condition provided for in clause (a) (ii)
of Annex I shall not have been satisfied on or prior to such date, then the
Termination Date shall be extended until ten Business Days after such condition
has been satisfied, but in no event shall the Termination Date be extended
beyond one hundred and eighty days following commencement of the Offer.

"TERMINATION FEE" shall have the meaning set forth in Section 10.3.

"THIRD PARTY ACQUISITION EVENT" shall have the meaning set forth in Section
10.3.

"U.S. $" shall mean United States dollars.

"VOTING DEBT" shall have the meaning set forth in Section 6.3(a).

"WARN Act" shall have the meaning set forth in Section 6.22(c).

ARTICLE II

THE OFFER

Section 2.1 THE OFFER.

(a) Provided that this Agreement shall not have been terminated pursuant to
Section 10.1 hereof, as promptly as reasonably practicable, but in no event
later than fifteen Business Days following the public announcement of the terms
of this Agreement (which public announcement shall occur no later than the first
Business Day following the execution of this Agreement), Purchaser shall, and
Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2
under the Exchange Act) a tender offer (as it may be amended from time to time
as permitted by this Agreement, the "OFFER") to purchase all of the shares of
Company Common Stock issued and outstanding at a price of U.S. $35.00 per share,
net to the seller in cash (such price, or such higher price per share of Company
Common Stock as may be paid in the Offer, being referred to herein as the "OFFER
PRICE"). The obligation of Purchaser to accept for payment and pay for shares of
Company Common Stock tendered pursuant to the Offer shall be subject only to the
condition that there shall be validly tendered (other than by guaranteed
delivery where actual delivery has not occurred) in accordance with the terms of
the Offer, prior to the expiration date of the Offer and not withdrawn, a number
of shares of Company Common Stock that, together with the shares of Company
Common Stock then owned by Parent and/or Purchaser, represents at least a
majority of the shares of Company Common Stock outstanding on a fully diluted
basis (after giving effect to the conversion or exercise of all outstanding
options, warrants and other rights to acquire, and securities exercisable or
convertible into, Company Common Stock, whether or not exercised or converted at
the time of determination) (the "MINIMUM CONDITION") and to the satisfaction or
waiver by Purchaser as permitted hereunder of the other conditions set forth in
Annex I hereto. The Offer shall be made by means of an offer to purchase (the
"OFFER TO PURCHASE") and the related letter of transmittal, each in form
reasonably satisfactory to the Company, containing the terms set forth in this
Agreement and the conditions set forth in Annex I. Parent and Purchaser agree
that the Offer to Purchase will state at least in the summary term sheet and in
appropriate places in the Offer to Purchase that "Purchaser's obligation to
purchase shares of Company Common Stock under the Offer is not conditioned on
any financing arrangements or subject to any financing condition." Without
limiting the foregoing, effective upon Consummation of the Offer, the holder of
such Company Common Stock will sell and assign to Purchaser all right,

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title and interest in and to all of the shares of Company Common Stock tendered
(including, but not limited to, such holder's right to any and all dividends and
distributions, if any, with a record date before, and a payment date after, the
scheduled or extended expiration date).

Purchaser expressly reserves the right, subject to compliance with the
Exchange Act, to waive any of the conditions to the Offer and to make any change
in the terms of or conditions to the Offer; provided that, without the prior
written consent of the Company, which consent must be expressly authorized by
the board of directors of the Company (the "COMPANY'S BOARD OF DIRECTORS"), (i)
the Minimum Condition may not be waived or changed and (ii) no change may be
made that changes the form of consideration to be paid, decreases the Offer
Price, decreases the number of shares of Company Common Stock sought in the
Offer, adds to or modifies any of the conditions to the Offer set forth in Annex
I, makes any other change in the terms of the Offer that is materially adverse
to the holders of the Company Common Stock or (except as provided in the next
sentence) changes the expiration date of the Offer. Notwithstanding the
foregoing, Purchaser may, without the consent of the Company, extend the
expiration date of the Offer beyond the Initial Expiration Date, (i) if,
immediately before the scheduled or extended expiration date of the Offer, any
of the conditions to the Offer shall not have been satisfied or, to the extent
permitted, waived, until such conditions are satisfied or waived, (ii) for any
period required by any rule, regulation, interpretation or position of the SEC
or the staff thereof applicable to the Offer or any period required by
applicable Law or (iii) for up to 10 additional business days in increments of
not more than two business days each (but in no event beyond the Termination
Date), if, immediately prior to the scheduled or extended expiration date of the
Offer, the Company Common Stock tendered and not withdrawn pursuant to the Offer
constitutes more than 80% and less than 90% of the outstanding Company Common
Stock, notwithstanding that all conditions to the Offer are satisfied as of such
expiration date of the Offer; provided, that in the case of any extension under
clause (iii), Parent or Purchaser may not thereafter assert the failure of any
of the conditions provided for in clause (b)(ii) of Annex I or, for purposes of
clause (b)(iii) or (c) of Annex I, a Company Material Adverse Effect or a
material breach of a representation or warranty, in each such case, by reason of
an event other than a knowing, intentional breach of a covenant by the Company
occurring after the initial extension under clause (iii). In addition, Purchaser
shall at the request of the Company extend the Offer for a period of time
sufficient to provide the applicable Cure Period to the Company in the event of
a breach by the Company of a representation, warranty, covenant or other
agreement of the Company under this Agreement which breach, in the reasonable
judgment of Parent, is capable of being cured during the applicable Cure Period,
provided that, at the time of the then scheduled expiration of the Offer, all
other conditions to the Offer have been satisfied or waived; and provided,
further, that Purchaser shall not be required to extend the Offer for any Cure
Period if the Company shall fail to give to Parent notice of its Knowledge of
any such breach of a representation, warranty, covenant or agreement within four
Business Days of its receipt of such Knowledge. For purposes of this Agreement,
"CURE PERIOD" shall mean thirty days from the date on which the Company has
Knowledge of a breach by the Company of a representation, warranty, covenant or
other agreement under this Agreement, provided that in the event that the
Company first has Knowledge of a breach by the Company of a representation,
warranty, covenant or other agreement under this Agreement after the Initial
Expiration Date, the Cure Period with respect to such breach shall not extend
beyond the then-scheduled expiration date of the Offer; and "INITIAL EXPIRATION
DATE" shall mean 12:00 midnight Eastern time on the date that is the twentieth
Business Day from the commencement date of the Offer in accordance with Rule
14d-2 under the Exchange Act.

If any of the conditions to the Offer (other than those set forth in clause
(c) of Annex I) is not satisfied or waived on any scheduled or extended
expiration date of the Offer, Purchaser shall, and Parent shall cause Purchaser
to, extend the Offer, if such condition or conditions could

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reasonably be expected to be satisfied, from time to time until such conditions
are satisfied or waived; provided, that Purchaser shall not be required to
extend the Offer beyond the earlier to occur of (x) the Termination Date or (y)
in the event that it has become publicly known that any Takeover Proposal or
amended Takeover Proposal has been made, the expiration of the applicable
Rejection Period therefor without such Takeover Proposal or amended Takeover
Proposal being publicly rejected by the Company at or prior to the time of such
expiration. For the purposes of this Agreement, "REJECTION PERIOD" shall mean
(i) with respect to any Takeover Proposal, ten Business Days after the earlier
of the time of receipt by the Company of such Takeover Proposal or such time as
the Takeover Proposal has become publicly known; (ii) with respect to an
amendment to such Takeover Proposal, two Business Days after the earlier of the
time of receipt of such amended Takeover Proposal or such time as the amended
Takeover Proposal has become publicly known; and (iii) with respect to any
subsequent amendment to such Takeover Proposal (a "SUBSEQUENT AMENDMENT"),
twenty-four hours after the earlier of the time of receipt of such subsequently
amended Takeover Proposal or such time as the subsequently amended Takeover
Proposal has become publicly known; provided that any Takeover Proposal made by
any Person, any Affiliate of such Person, or group of Persons or their
respective Affiliates shall not be deemed to be a new Takeover Proposal if such
Person, Affiliate of such Person or member of a group with such Person or their
respective Affiliates previously has made a Takeover Proposal. Subject to the
foregoing and upon the terms and subject to the conditions of the Offer,
Purchaser shall, and Parent shall cause it to, accept for payment and pay for,
as promptly as practicable after the expiration of the Offer (or as required by
Rule 14d-11 under the Exchange Act), all shares of Company Common Stock validly
tendered and not withdrawn pursuant to the Offer. In addition, if, at the
scheduled or extended expiration date of the Offer, the Minimum Condition has
been satisfied but Company Common Stock tendered and not withdrawn pursuant to
the Offer constitutes less than 90% of the outstanding Company Common Stock,
without the consent of the Company, Purchaser shall have the right, after it has
accepted and paid for all of the Company Common Stock tendered in the initial
offer period, to provide for a "subsequent offering period" (as contemplated by
Rule 14d-11 under the Exchange Act) for up to 20 Business Days after Purchaser's
acceptance for payment of the shares of Company Common Stock then tendered and
not withdrawn pursuant to the Offer. During any such subsequent offering period,
Purchaser shall immediately accept for payment and promptly pay for all shares
of Company Common Stock as they are tendered pursuant to the Offer in accordance
with Rule 14d-11 under the Exchange Act.

(b) No later than the first Business Day following execution of this
Agreement, and subject to the conditions of this Agreement, Parent shall issue a
joint press release with the Company (the "JOINT PRESS RELEASE") regarding this
Agreement and its intent to make the Offer and shall file with the SEC the Joint
Press Release, under cover of Schedule TO, indicating on the front of such
Schedule TO that such filing contains pre-commencement communications.

(c) As soon as practicable on the date of commencement of the Offer, Parent
and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO
(together with all amendments and supplements thereto and including the exhibits
thereto, the "SCHEDULE TO") with respect to the Offer. The Schedule TO will
include or incorporate by reference as exhibits the Offer to Purchase and forms
of the letter of transmittal and summary advertisement and all other ancillary
documents (collectively, together with any supplements or amendments thereto,
the "OFFER DOCUMENTS"). Parent and Purchaser will take all steps necessary to
cause the Offer Documents to be disseminated to holders of shares of Company
Common Stock to the extent required by applicable federal securities Laws.
Parent, Purchaser and the Company each agree promptly to correct any information
provided by it for use in the Offer Documents if and to the extent that such
information shall have become false or misleading in any material respect.
Parent and Purchaser agree to take all steps necessary to cause the Schedule TO
as so corrected to

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be filed with the SEC and the Offer Documents as so corrected to be disseminated
to holders of shares of Company Common Stock, in each case as and to the extent
required by applicable federal securities Laws including applicable SEC rules
and regulations thereunder. The Company and its counsel shall be given a
reasonable opportunity to review and comment on the Schedule TO and the Offer
Documents prior to their being filed with the SEC or disseminated to the holders
of shares of Company Common Stock. In conducting the Offer, Parent and Purchaser
shall comply in all material respects with the provisions of the Exchange Act
and any other applicable Law. Purchaser and Parent also agree to provide the
Company and its counsel in writing with any comments Purchaser, Parent or their
counsel may receive from the SEC or its staff with respect to the Schedule TO or
the Offer Documents promptly after the receipt of such comments and shall
consult with and provide the Company and its counsel a reasonable opportunity to
review and comment on the response of Purchaser to such comments prior to
responding.

Section 2.2 COMPANY ACTION.

(a) The Company hereby approves of and consents to the Offer and represents
that the Company's Board of Directors, at a meeting duly called and held, has,
by the unanimous vote of all directors present, (i) determined that this
Agreement and the transactions contemplated hereby, including the Offer and the
Merger, are fair to the Company's shareholders and are advisable and in the best
interests of the Company and its shareholders, (ii) approved and adopted this
Agreement and the transactions contemplated hereby, including the Offer and the
Merger, in accordance with the requirements of the PRGCL and has also taken such
action as is necessary to render inapplicable to this Agreement and the
Transaction Support Agreements and the transactions contemplated hereby and
thereby the provisions of Article TENTH of the Company's Certificate of
Incorporation and (iii) resolved to recommend acceptance of the Offer and, to
the extent required by applicable Law, approval and adoption of this Agreement
and the Merger by its shareholders. The Company further represents that UBS
Warburg, L.L.C. ("UBS WARBURG") has delivered to the Company's Board of
Directors its oral opinion (to be promptly confirmed in writing) that the
consideration to be paid in the Offer and the Merger is fair to the holders of
shares of Company Common Stock (other than Parent or any of its Affiliates) from
a financial point of view. The Company has not been advised by any of its
directors or executive officers who own shares of Company Common Stock that such
director or executive officer does not intend to tender his or her shares of
Company Common Stock pursuant to the Offer. In connection with the Offer, the
Company will, or will cause its transfer agent to, promptly furnish Parent with
a list of its shareholders, mailing labels and any available listing or computer
file containing the names and addresses of all record holders of shares of
Company Common Stock and lists in the Company's possession or control of
securities positions of shares of Company Common Stock held in stock
depositories, in each case as of a recent date, and will provide to Parent such
additional information (including updated lists of shareholders, mailing labels
and lists of securities positions) and such other assistance as Parent may
reasonably request in connection with the Offer. Subject to the requirements of
applicable Laws, and, except for such steps as are necessary to disseminate the
Schedule TO and the Offer Documents and any other documents necessary to
consummate the Offer and the transactions contemplated by this Agreement, Parent
and Purchaser shall hold in confidence the information contained in any such
labels, listings and files, shall use such information only in connection with
the Offer and the Merger, and, if this Agreement shall be terminated, shall,
upon request, destroy all copies of such information then in their possession
(and certify such destruction to the Company), except to the extent that such
information can be shown to have been previously known on a nonconfidential
basis by Parent or Purchaser, in the public domain through no fault of Parent or
Purchaser or later Lawfully acquired by Parent or Purchaser on a nonconfidential
basis.

(b) Not later than the first Business Day following execution of this
Agreement and subject to the conditions of this Agreement, the Company

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shall issue the Joint Press Release with Parent and shall file with the SEC the
Joint Press Release, under cover of Schedule 14D-9, indicating on the front of
such Schedule 14D-9 that such filing contains pre-commencement communications.

(c) As soon as practicable on the day that the Offer is commenced, the
Company shall file with the SEC and disseminate to holders of shares of Company
Common Stock, in each case as and to the extent required by applicable federal
securities Laws, a Solicitation/Recommendation Statement on Schedule 14D-9
(together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that
shall reflect the recommendations of the Company's Board of Directors referred
to in Section 2.2(a) above. The Company, Parent and Purchaser each agree
promptly to correct any information provided by it for use in the Schedule 14D-9
if and to the extent that it shall have become false or misleading in any
material respect. The Company agrees to take all steps necessary to cause the
Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated
to holders of shares of Company Common Stock, in each case as and to the extent
required by applicable federal securities Laws. Parent and its counsel shall be
given a reasonable opportunity to review and comment on the Schedule 14D-9 prior
to its being filed with the SEC. The Company also agrees to provide Parent and
its counsel in writing with any comments the Company or its counsel may receive
from the SEC or its staff with respect to the Schedule 14D-9 promptly after the
receipt of such comments and shall consult with and provide Parent and its
counsel a reasonable opportunity to review and comment on the response of the
Company to such comments prior to responding.

Section 2.3  DIRECTORS.

(a) Promptly upon Consummation of the Offer, Parent shall be entitled to
designate for appointment or election to the Company's Board of Directors, upon
written notice to the Company, such number of directors, rounded up to the next
whole number, on the Company's Board of Directors such that the percentage of
its designees on the Board shall equal the percentage of the outstanding shares
of Company Common Stock owned of record or beneficially by Parent and its direct
or indirect Subsidiaries (the "PARENT DESIGNEES"). In connection with the
foregoing, the Company has taken all action reasonably necessary to permit the
Parent Designees to (i) be elected to the Company's Board of Directors promptly
following Consummation of the Offer, including without limitation, increasing
the size of the Company's Board of Directors and obtaining the resignation of
such number of its current directors as is necessary to give effect to the
foregoing provision and (ii) constitute at least the same percentage (rounded up
to the next whole number) as is on the Company's Board of Directors of (A) each
committee of the Company's Board of Directors, (B) each board of directors (or
similar body) of each Subsidiary of the Company and (C) each committee (or
similar body) of each such board. Notwithstanding the foregoing, until the
Effective Time, the Company's Board of Directors shall have at least three
directors who are directors of the Company on the date of this Agreement and who
are not officers of the Company or any of its Subsidiaries (the "INDEPENDENT
DIRECTORS"); provided, however, that (x) notwithstanding the foregoing, in no
event shall the requirement to have at least three Independent Directors result
in Parent's designees constituting less than a majority of the Company's Board
of Directors unless Parent shall have failed to designate a sufficient number of
Persons to constitute at least a majority and (y) if the number of Independent
Directors shall be reduced below three for any reason whatsoever (or if
immediately following Consummation of the Offer there are not at least three
then-existing directors of the Company who (1) are Qualified Persons (as defined
below) and (2) are willing to serve as Independent Directors), then the number
of Independent Directors required hereunder shall be reduced to equal the number
of then-serving Independent Directors, unless the remaining Independent Director
or Independent Directors are able to identify a person or persons, as the case
may be, who are not officers or Affiliates of the Company, Parent or any of
their respective Subsidiaries (any such person being referred to herein as a
"QUALIFIED

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PERSON") willing to serve as an Independent Director, in which case such
remaining Independent Director or Independent Directors shall be entitled (but
not required) to designate any such Qualified Person or Persons to fill such
vacancies, and such designated Qualified Person shall be deemed to be an
Independent Director for purposes of this Agreement, or if no Independent
Directors then remain, the other Directors shall be entitled (but not required)
to designate three Qualified Persons to fill such vacancies, and such persons
shall be deemed to be Independent Directors for purposes of this Agreement.

The Company shall promptly take all actions required pursuant to Section
14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to
fulfill its obligations under this Section 2.3(a), including mailing to
shareholders the information required by such Section 14(f) and Rule 14f-1
(which the Company shall mail together with the Schedule 14D-9 if it receives
from Parent and Purchaser the information below on a basis timely to permit such
mailing) as is necessary to enable the Parent Designees to be elected to the
Company's Board of Directors. The Company's obligations to appoint the Parent
Designees to the Company's Board of Directors shall be subject to compliance
with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder.
Parent or Purchaser shall supply the Company in writing any information with
respect to either of them and their nominees, officers, directors and Affiliates
required by such Section 14(f) and Rule 14f-1 as is necessary in connection with
the appointment of any of Parent's designees under this Section 2.3(a). The
provisions of this Section 2.3(a) are in addition to and shall not limit any
rights that Purchaser, Parent or any of their Affiliates may have as a holder or
beneficial owner of shares of Company Common Stock as a matter of Law with
respect to the election of directors or otherwise.

(b) Following the election or appointment of Parent's designees pursuant to
Section 2.3(a), the approval by affirmative vote or written consent by a
majority of the Independent Directors then in office (or, if there shall be only
one Independent Director then in office, the Independent Director) shall be
required to authorize (and such authorization shall constitute the authorization
of the Company's Board of Directors and no other action on the part of the
Company, including any action by any committee thereof or any other director of
the Company, shall be required or permitted to authorize) (i) any amendment or
termination of this Agreement by the Company, (ii) any extension of time for
performance of any obligation or action hereunder by Parent or Purchaser or
(iii) any waiver or exercise of any of the Company's rights under this
Agreement. Any action that requires approval by the Independent Directors shall
be deemed to be approved by a majority of the Independent Directors if there is
no Independent Director and such action is approved by the Company's Board of
Directors.

Section 2.4 MERGER WITHOUT MEETING OF SHAREHOLDERS. If following
Consummation of the Offer (or any subsequent offering period), Purchaser owns at
least 90% of the outstanding shares of Company Common Stock, each of the parties
hereto shall take all necessary and appropriate action to cause the Merger to
become effective as soon as practicable after such acquisition, without the
Company Shareholder Meeting, in accordance with Section 3053 of the PRGCL.

ARTICLE III

THE MERGER AND RELATED MATTERS

Section 3.1 THE MERGER.

(a) Upon the terms and subject to the conditions of this Agreement, in
accordance with the PRGCL, at the Effective Time the Company and Purchaser shall
consummate a merger (the "MERGER") pursuant to which (i) Purchaser shall be
merged with and into the Company and the separate corporate existence of
Purchaser shall thereupon cease and (ii) the Company shall be the surviving
corporation in the Merger (sometimes hereinafter referred to as

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the "SURVIVING CORPORATION") and shall continue its corporate existence under
the Laws of the Commonwealth of Puerto Rico.

(b) Upon the terms and subject to the conditions of this Agreement, on the
date of the Closing (or on such other date as Parent and the Company may agree),
Parent, Purchaser and the Company shall file with the Department of State of
Puerto Rico a certificate of merger or other appropriate documents (in any such
case, the "CERTIFICATE OF MERGER") executed and acknowledged in accordance with
the relevant provisions of the PRGCL, and shall make all other filings or
recordings required under the PRGCL. The Merger shall become effective on the
later of the date on which the Certificate of Merger has been duly filed with
the Department of State of Puerto Rico or such time as is agreed upon by the
parties and specified in the Certificate of Merger, and such time is hereinafter
referred to as the "EFFECTIVE TIME."

(c) From and after the Effective Time, the Merger shall have the effects
set forth in this Agreement and in Section 3059 of the PRGCL.

Section 3.2 CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION. The
Certificate of Incorporation of the Company, as in effect immediately prior to
the Effective Time, shall be the Certificate of Incorporation of the Surviving
Corporation until such time that the Certificate of Incorporation is amended
thereafter in accordance with the PRGCL and subject to Section 8.7(a) hereof.

Section 3.3 BY-LAWS OF THE SURVIVING CORPORATION. The By-Laws of the
Company, as in effect immediately prior to the Effective Time, shall be the
By-Laws of the Surviving Corporation until such time that the By-Laws are
amended thereafter in accordance with the PRGCL and subject to Section 8.7(a)
hereof.

Section 3.4 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. At the
Effective Time, the directors of Purchaser immediately prior to the Effective
Time shall be the directors of the Surviving Corporation, each of such directors
to hold office, subject to the applicable provisions of the PRGCL and the
Certificate of Incorporation and By-Laws of the Surviving Corporation, until the
earlier of their resignation or the next annual shareholders' meeting of the
Surviving Corporation and until their respective successors shall be duly
elected or appointed and qualified. At the Effective Time, the officers of the
Company immediately prior to the Effective Time shall, subject to the applicable
provisions of the Certificate of Incorporation and By-Laws of the Surviving
Corporation, be the officers of the Surviving Corporation until the earlier of
their resignation or their respective successors shall be duly elected or
appointed and qualified.

Section 3.5 CLOSING. The closing of the Merger (the "CLOSING") shall take
place at 10:00 a.m., local time, on a date to be specified by the parties, or,
if no such date is specified, on the second Business Day after satisfaction or,
to the extent permitted by applicable Law, waiver by the applicable parties, of
all of the conditions set forth in Article IX hereof (the "CLOSING DATE"), at a
location to be mutually agreed to by the Company and Parent.

Section 3.6 SUBSEQUENT ACTIONS. If at any time after the Effective Time the
Surviving Corporation determines that any deeds, bills of sale, instruments of
conveyance, assignments, assurances or any other actions or things are necessary
or desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of either of the Company or Purchaser vested or to be
vested in the Surviving Corporation as a result of, or in connection with, the
Merger or otherwise to carry out this Agreement, the officers and directors of
the Surviving Corporation shall be authorized to execute and deliver, in the
name and on behalf of either the Company or Purchaser, all such deeds, bills of
sale, instruments of conveyance,

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assignments and assurances and to take and do, in the name and on behalf of each
of such entity or otherwise, all such other actions and things as may be
necessary or desirable to vest, perfect or confirm all right, title and interest
in, to and under such rights, properties or assets in the Surviving Corporation
or otherwise to carry out this Agreement.

ARTICLE IV

CONVERSION OF SECURITIES

Section 4.1 CONVERSION OF CAPITAL STOCK. As of the Effective Time,
by virtue of the Merger and without any action on the part of the holders of any
shares of Company Common Stock or any shares of capital stock of Purchaser:

(a) Purchaser Capital Stock. Each share of capital stock of Purchaser
issued and outstanding immediately prior to the Effective Time shall be
converted into and become one fully paid and nonassessable share of common stock
of the Surviving Corporation.

(b) Cancellation of Treasury Stock and Purchaser-Owned Stock. All
shares of Company Common Stock that are owned by the Company, any Subsidiary of
the Company, Parent or any Subsidiary of Parent immediately prior to the
Effective Time shall be cancelled and retired and shall cease to exist and no
consideration shall be delivered in exchange therefor.

(c) Exchange of Shares of Company Common Stock. Each share of Company
Common Stock (other than shares to be cancelled in accordance with Section
4.1(b) and any shares that are held by shareholders exercising appraisal rights
pursuant to Section 3062 of the PRGCL ("DISSENTING SHAREHOLDERS")) issued and
outstanding immediately prior to the Effective Time shall be converted into the
right to receive the Offer Price in cash, payable to the holder thereof, without
interest (the "MERGER CONSIDERATION"), upon surrender of the certificate
formerly representing such share in the manner provided in Section 4.2. All such
shares, when so converted, shall no longer be outstanding and shall
automatically be cancelled and retired and shall cease to exist, and each holder
of a certificate representing any such shares shall cease to have any rights
with respect thereto, except the right to receive the Merger Consideration
therefor upon the surrender of such certificate in accordance with Section 4.2,
without interest.

Section 4.2  EXCHANGE OF CERTIFICATES.

(a) Paying Agent. Prior to the Effective Time, Parent shall designate a
bank or trust company organized under the Laws of the United States or any state
thereof and located therein reasonably acceptable to the Company to act as agent
for the holders of shares of Company Common Stock in connection with the Merger
(the "PAYING AGENT") to receive in trust the funds to which holders of such
shares shall become entitled pursuant to Section 4.1(c). At the Effective Time,
Parent shall deposit with the Paying Agent cash in U.S. dollars in an amount
sufficient to pay the Merger Consideration as provided herein. The Paying Agent
shall invest such funds as directed by the Parent on a daily basis; provided
that no such investment or loss thereon shall affect the amounts payable to the
Company's shareholders pursuant to this Article IV. Parent and the Surviving
Corporation shall replace any monies lost through an investment made pursuant to
this Section 4.2. Any interest and other income resulting from such investments
shall be the exclusive property of and shall be paid promptly to the Parent.

(b) Exchange Procedures. As soon as reasonably practicable after the
Effective Time, the Paying Agent shall mail to each holder of record of a
certificate or certificates, which immediately prior to the Effective Time
represented outstanding shares of Company Common Stock (the "CERTIFICATES"),
whose shares were converted pursuant to Section 4.1 into the right to receive
the Merger Consideration (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the

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Certificates shall pass, only upon delivery of the Certificates to the Paying
Agent and shall be in such form and have such other provisions as Parent and the
Company may reasonably specify) and (ii) instructions for use in effecting the
surrender of the Certificates in exchange for payment of the Merger
Consideration. Upon surrender of a Certificate for cancellation to the Paying
Agent or to such other agent or agents as may be appointed by Parent, together
with such letter of transmittal, duly executed, the holder of such Certificate
shall be entitled to receive in exchange therefor the Merger Consideration for
each share formerly represented by such Certificate and the Certificate so
surrendered shall forthwith be cancelled. If payment of the Merger Consideration
is to be made to a Person other than the Person in whose name the surrendered
Certificate is registered, it shall be a condition of payment that the
Certificate so surrendered shall be properly endorsed or shall be otherwise in
proper form for transfer and that the Person requesting such payment shall have
paid any transfer and other Taxes required by reason of the payment of the
Merger Consideration to a Person other than the registered holder of the
Certificate surrendered or shall have established to the satisfaction of the
Surviving Corporation that such tax either has been paid or is not applicable.
Until surrendered as contemplated by this Section 4.2, each Certificate shall be
deemed at any time after the Effective Time to represent only the right to
receive the Merger Consideration in cash contemplated by this Section 4.2. The
right of any shareholder to receive the Merger Consideration shall be subject to
and reduced by any applicable withholding Tax obligation.

(c) Transfer Books; No Further Ownership Rights in the Shares of Company
Common Stock. At the Effective Time, the stock transfer books of the Company
shall be closed and thereafter there shall be no further registration of
transfers of the shares of Company Common Stock on the records of the Company.
From and after the Effective Time, the holders of Certificates evidencing
ownership of the shares of Company Common Stock outstanding immediately prior to
the Effective Time shall cease to have any rights with respect to such shares of
Company Common Stock, except as otherwise provided for herein or by applicable
Law, subject, however, to the Surviving Corporation's obligation to pay any
dividends or make any other distributions with a record date prior to the
Effective Time that may have been declared or made by the Company on such shares
of Company Common Stock in accordance with the terms of this Agreement or prior
to the date of this Agreement and that remain unpaid at the Effective Time. If,
after the Effective Time, Certificates are presented to the Surviving
Corporation for any reason, they shall be cancelled and exchanged as provided in
this Article IV except as otherwise provided by Law.

(d) Termination of Fund; No Liability. At any time following six months
after the Effective Time, the Surviving Corporation shall be entitled to require
the Paying Agent to deliver to it any funds (including any interest received
with respect thereto) that had been made available to the Paying Agent and that
have not been disbursed to holders of Certificates, and thereafter such holders
shall be entitled to look to the Surviving Corporation (subject to abandoned
property, escheat or other similar Laws) only as general creditors thereof with
respect to the Merger Consideration payable upon due surrender of their
Certificates, without any interest thereon. Notwithstanding the foregoing, none
of Parent, Purchaser, the Surviving Corporation or the Paying Agent shall be
liable to any holder of a Certificate for Merger Consideration delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar Law.

Section 4.3 APPRAISAL RIGHTS. Notwithstanding anything in this Agreement to
the contrary, if any Dissenting Shareholder shall demand to be paid the fair
cash value of such holder's shares of Company Common Stock, as provided in
Section 3062 of the PRGCL, such shares shall not be converted into or be
exchangeable for the right to receive the Merger Consideration except as
provided in this Section 4.3, and the Company shall give Parent notice of any
written objections to this Agreement or the Merger under Section 3062 of the
PRGCL received by the Company and of any demands received

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by the Company for the fair cash value of any shares of Company Common Stock and
Parent shall have the right to participate in all negotiations and proceedings
with respect to any such demands. Neither the Company nor the Surviving
Corporation shall, except with the prior written consent of Parent, voluntarily
make any payment with respect to, or settle or offer to settle, any such demand
for payment. If any Dissenting Shareholder shall fail to perfect or shall have
effectively withdrawn or lost the right to dissent, the shares of Company Common
Stock held by such Dissenting Shareholder shall thereupon be treated as though
such shares had been converted into the Merger Consideration at the Effective
Time pursuant to Section 4.1.

Section 4.4 LOST, STOLEN OR DESTROYED CERTIFICATES. If any
Certificate shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Person claiming such Certificate to be lost,
stolen or destroyed and, if required by Parent, the posting by such Person of a
bond in such reasonable amount as Parent may direct as indemnity against any
claim that may be made against it with respect to such Certificate, the Paying
Agent shall deliver the Merger Consideration for each of the shares of Company
Common Stock represented by such Certificate.

ARTICLE V

DISCLOSURE SCHEDULES; STANDARDS

FOR REPRESENTATIONS AND WARRANTIES

Section 5.1 DISCLOSURE SCHEDULES. Prior to the execution and
delivery of this Agreement, the Company has delivered to Parent, and Parent has
delivered to the Company, a schedule (in the case of the Company, the "COMPANY
DISCLOSURE SCHEDULE," and in the case of Parent, the "PARENT DISCLOSURE
SCHEDULE") setting forth, among other things, items the disclosure
of which the Company or Parent, as the case may be, desires or is required to
make either in response to an express disclosure requirement contained in a
provision of this Agreement or as an exception to one or more of such party's
representations, warranties, covenants or agreements contained in Article VI, in
the case of the Company, or Article VII, in the case of Parent and Purchaser, or
to one or more of such party's covenants contained in Article VIII.
Notwithstanding anything in this Agreement to the contrary (i) no such item is
required to be set forth in the Disclosure Schedule as an exception to a
representation or warranty (other than the representations and warranties
contained in Sections 6.1(a), 6.1(c), 6.1(d), 6.2, 6.3, 6.5, 6.6, 6.7, 6.15,
6.17, 6.18, 6.19, 6.25, 7.1, 7.2, 7.4 and 7.5) if its absence would not result
in the related representation or warranty being deemed untrue or incorrect under
the standard established by Section 5.2, and (ii) the mere inclusion of an item
in a Disclosure Schedule in response to an express disclosure requirement or as
an exception to a representation, warranty or covenant shall not be deemed an
admission by a party that such item is material or represents a material
exception or material fact, event or circumstance or that such item has had or
would reasonably be expected to have a Company Material Adverse Effect or Parent
Material Adverse Effect, as the case may be.

Section 5.2 STANDARDS. No representation or warranty of the Company
contained in Article VI (other than the representations and warranties contained
in Sections 6.1(a), 6.1(c), 6.1(d), 6.2, 6.3, 6.5, 6.6, 6.7, 6.15, 6.17, 6.18,
6.19 and 6.25) or of Parent and Purchaser in Article VII (other than the
representations and warranties contained in Sections 7.1, 7.2, 7.4 and 7.5)
shall be deemed untrue or incorrect for any purpose under this Agreement or the
Offer and no party hereto shall be deemed to have breached any such
representation or warranty for any purpose under this Agreement, in any case as
a consequence of the existence or absence of any fact, circumstance or event
unless such fact, circumstance or event, individually or when taken together
with all other facts, circumstances or events inconsistent with any such
representations or warranties contained in Article VI, in the case of the
Company, or Article VII, in the case of Parent and Purchaser, has had or would
reasonably be expected to have a Company

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Material Adverse Effect or Parent Material Adverse Effect, as the case may be.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule, the Company
represents and warrants to, and covenants and agrees with, Parent and Purchaser
as set forth below in this Article VI. Each exception set forth in the Company
Disclosure Schedule and each other response to this Agreement set forth in the
Company Disclosure Schedule is identified by reference to, or has been grouped
under a heading referring to, a specific individual Section of this Agreement.

Section 6.1 DUE ORGANIZATION, GOOD STANDING AND POWER.

(a) The Company and each of its Subsidiaries is duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its
organization, and each such Person has all requisite corporate (or partnership,
or limited liability company as applicable) power and authority to own, lease
and operate its properties and to carry on its business as now being conducted.

(b) The Company and each of its Subsidiaries is duly qualified or licensed
to do business as a foreign corporation or other entity and is in good standing
in each jurisdiction in which such qualification is required.

(c) The Company has made available to Parent true, complete and correct
copies of the Certificate of Incorporation and By-Laws of the Company, in each
case as amended (if so amended) to the date of this Agreement, and has made
available the certificates or articles of incorporation and by-laws or other
organizational documents of its Subsidiaries, in each case as amended (if so
amended) to the date of this Agreement.

(d) The respective certificates or articles of incorporation and by-laws or
other organizational documents of the Subsidiaries of the Company do not contain
any provision limiting or otherwise restricting the ability of the Company to
control such Subsidiaries. Section 6.1(d) of the Company Disclosure Schedule
sets forth a list of all Subsidiaries of the Company and their respective
jurisdictions of incorporation or organization and identifies the Company's
(direct or indirect) percentage of equity ownership therein.

Section 6.2 AUTHORIZATION AND VALIDITY OF AGREEMENT. The Company has
the requisite corporate power and authority to execute and deliver this
Agreement and, subject to obtaining the Company Shareholder Approval, if
necessary, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement by the Company, and the consummation by it of the transactions
contemplated hereby, have been duly authorized and approved by the Company's
Board of Directors and no other corporate action on the part of the Company is
necessary to authorize the execution, delivery and performance of this Agreement
by the Company and the consummation of the transactions contemplated hereby,
other than obtaining the Company Shareholder Approval, if necessary, and the
filing of the Certificate of Merger. This Agreement has been duly executed and
delivered by the Company and, assuming the due and valid authorization,
execution and delivery of this Agreement by each of Parent and Purchaser, this
Agreement is a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms.

Section 6.3 CAPITALIZATION.

(a) The authorized capital stock of the Company consists of 20,000,000
shares of Company Common Stock and 2,000,000 shares of Company

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Preferred Stock. As of March 31, 2002, (i) 5,148,474 shares of Company Common
Stock were issued and outstanding, (ii) zero shares of Company Preferred Stock
were issued and outstanding and (iii) 851,526 shares of Company Common Stock
were held by the Company in its treasury. All issued and outstanding shares of
capital stock of the Company have been duly authorized and validly issued and
are fully paid and nonassessable and free from preemptive rights. There are no
outstanding or authorized options, warrants, rights, subscriptions, agreements,
obligations, convertible or exchangeable securities, or other commitments,
contingent or otherwise, relating to shares of capital stock or other equity
interests of the Company or any of its Subsidiaries, pursuant to which the
Company or any of its Subsidiaries is or may become obligated to issue shares of
its capital stock or other equity interests or any securities convertible into,
exchangeable for, or evidencing the right to subscribe for, any shares of the
capital stock or other equity interests of the Company or any of its
Subsidiaries (each an "ISSUANCE OBLIGATION"). There are no outstanding
obligations of the Company to repurchase, redeem or otherwise acquire any
outstanding securities of the Company. The Company has no authorized or
outstanding bonds, debentures, notes or other indebtedness the holders of which
have the right to vote (or convertible or exchangeable into or exercisable for
securities the holders of which have the right to vote) with the shareholders of
the Company on any matter ("VOTING DEBT"). There are no restrictions (other than
restrictions under state corporation statutes or similar Laws) of any kind which
prevent or restrict the payment of dividends by the Company or any of its
Subsidiaries and there are no limitations or restrictions (other than
restrictions on sales or other dispositions under federal, state or Puerto Rico
securities Laws) on the right to sell or otherwise dispose of such capital stock
or other ownership interests.

(b) All of the issued and outstanding shares of capital stock of each
Subsidiary are beneficially owned by the Company, directly or indirectly, and
all such shares are validly issued, fully paid and nonassessable and free from
preemptive rights. No Subsidiary of the Company has outstanding Voting Debt and
there are no obligations of the Company or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any outstanding securities of any of its
Subsidiaries or any capital stock of, or other ownership interests in, any of
its Subsidiaries.

(c) Except for the Company's interest in its Subsidiaries, the Company does
not directly or indirectly own any equity or similar interest in, or any
interest convertible into or exchangeable or exercisable for any equity or
similar interest in, any corporation, partnership, joint venture, limited
liability company or other business association or entity which is material to
the Company and its Subsidiaries, taken as a whole.

(d) No indebtedness of the Company or any of its Subsidiaries contains any
restriction upon (i) the prepayment of any indebtedness of the Company or its
Subsidiaries, (ii) the incurrence of indebtedness by the Company or its
Subsidiaries or (iii) the ability of the Company or any of its Subsidiaries to
grant any Lien on the properties or assets of the Company or its Subsidiaries.

Section 6.4 CONSENTS AND APPROVALS; NO VIOLATIONS. Assuming (i) the
filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR ACT"), and any similar filings as may be required pursuant
to Puerto Rico or other Law, are made and the waiting periods thereunder (if
applicable) have been terminated or expired, (ii) the prior notification,
reporting, approval or consent requirements of other antitrust or competition
Laws as may be applicable are satisfied and any antitrust filings/notifications
that must or may be effected in countries having jurisdiction are made and any
applicable waiting periods thereunder have been terminated or expired, (iii) the
applicable requirements of the Exchange Act are met, (iv) the requirements under
any applicable foreign, state or Puerto Rico securities or blue sky Laws are
met, (v) the filing of the Certificate of Merger and other appropriate merger
documents, if any, as

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required by the PRGCL, are made, and (vi) in the case of this Agreement and the
Merger, the Company Shareholder Approval is received if necessary, the execution
and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby (including the changes in the
composition of the Company's Board of Directors) and the performance by the
Company of its obligations hereunder and the performance of the Transaction
Support Agreements do not and will not: (A) violate or conflict with any
provision of the Company's Certificate of Incorporation (including Article TENTH
thereof) or the Company's By-Laws or the comparable governing documents of any
of its Subsidiaries; (B) cause the Company to violate or conflict with (x) any
United States federal, state, foreign or Puerto Rico statute, law, ordinance,
rule or regulation (together, "LAWS") or (y) any order, judgment, decree or writ
(together, "ORDERS") of any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States, Puerto Rico,
any foreign country or any domestic or foreign state, county, city or other
political subdivision (a "GOVERNMENTAL AUTHORITY") or (z) any Permit, in each
case, applicable to the Company or any of its Subsidiaries or by which any of
their respective properties or assets may be bound; (C) require any filing with,
or permit, consent or approval of, or the giving of any notice to, any
Governmental Authority by the Company; or(D) result in a violation or breach of,
conflict with, constitute (with or without due notice or lapse of time or both)
a default under, or result in the creation of any Lien upon any of the
properties or assets of the Company or any of its Subsidiaries under, or give
rise to any obligation, right of termination, cancellation, acceleration or
increase of any obligation or a loss of a benefit under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
franchise, permit, agreement, contract, understanding, arrangement, lease or
other instrument, whether written or oral, ("CONTRACTS") to which the Company or
any of its Subsidiaries is a party, or by which any such Person or any of its
properties or assets are bound. There are no third-party consents or approvals
required to be obtained by the Company under the Contracts prior to the
consummation of the transactions contemplated by this Agreement.

Section 6.5  COMPANY REPORTS AND FINANCIAL STATEMENTS.

(a) Since December 31, 1999, the Company and, to the extent applicable,
its Subsidiaries, have filed all forms, reports and documents (including
exhibits and all other information incorporated therein) with the SEC required
to be filed by it pursuant to the federal securities Laws and the SEC rules and
regulations thereunder, and all forms, reports, schedules, registration
statements and other documents filed with the SEC by the Company and, to the
extent applicable, its Subsidiaries have complied in all material respects with
all applicable requirements of the federal securities Laws, including the SEC
rules and regulations promulgated thereunder. The Company has, prior to the date
of this Agreement, made available to Parent true, complete and correct copies of
all Company SEC Reports filed by the Company and its Subsidiaries with the SEC
between December 31, 1999 and the date of this Agreement. As of their respective
dates, the Company SEC Reports did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Section 6.5(a) of the
Company Disclosure Schedule contains a true, complete and correct copy of all
correspondence since December 31, 1999 to date between the Company and the SEC,
other than routine transmittal letters.

(b) The Financial Statements (i) comply as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC, (ii) were prepared in accordance with GAAP applied on a
consistent basis (except as may be indicated therein or in the notes or
schedules thereto) and (iii) present fairly in all material respects the
consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and their consolidated results of operations and changes
in shareholders' equity and cash flows for the periods

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then ended (subject, in the case of unaudited interim statements, to normal
year-end adjustments).

(c) Except as set forth on the Balance Sheet, neither the Company nor any
of its Subsidiaries has any liability or obligation of any nature (whether
accrued, absolute, contingent or otherwise), in each case that is required by
GAAP to be set forth on a consolidated balance sheet of the Company and its
consolidated Subsidiaries, except for (i) liabilities and obligations incurred
in connection with this Agreement and fees and expenses related thereto, and
(ii) liabilities and obligations incurred in the ordinary course of business
consistent with past practice which would not reasonably be expected to,
individually or in the aggregate, have a Company Material Adverse Effect.
Neither the Company nor any of its Subsidiaries is in default in respect of the
terms and conditions of any indebtedness or other agreement which would
reasonably be expected to, individually or in the aggregate, have a Company
Material Adverse Effect. The Company has no obligations under any "off-balance
sheet" financings or similar transactions, other than such obligations (i) that
are specifically disclosed in its reports to the SEC, (ii) that constitute lease
transactions entered into in the ordinary course of business, or (iii) that are
not specified in clauses (i) or (ii) and do not represent obligations in excess
of U.S. $100,000 in the aggregate.

Section 6.6  INFORMATION TO BE SUPPLIED.

(a) Each of the Schedule 14D-9 and the Proxy Statement and the other
documents required to be filed by the Company with the SEC in connection with
the Offer, the Merger and the other transactions contemplated hereby will comply
as to form in all material respects with the requirements of the Exchange Act
and the rules and regulations of the SEC thereunder and will not, on the date of
its filing or, in the case of the Proxy Statement, on the date it is mailed to
shareholders of the Company and at the time of the Company Shareholder Meeting,
and none of the written information supplied or to be supplied by the Company
expressly for inclusion or incorporation by reference in the Schedule TO or the
Offer Documents will at the time the Schedule TO or the Offer Documents are
filed with the SEC and first published, sent or given to the Company's
shareholders, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they are
made, not misleading.

(b) Notwithstanding the foregoing provisions of this Section 6.6, no
representation or warranty is made by the Company with respect to statements
made or incorporated by reference in the Proxy Statement or the Schedule 14D-9
based on information supplied by Parent or Purchaser expressly for inclusion or
incorporation by reference therein or based on information which is not included
in or incorporated by reference in such documents but which should have been
disclosed pursuant to Section 7.4.

Section 6.7 ABSENCE OF CERTAIN EVENTS. Except as explicitly disclosed
in the Company SEC Reports filed prior to the date of this Agreement or as
required or expressly permitted by this Agreement, since December 31, 2001 the
Company and its Subsidiaries have in all material respects operated their
respective businesses only in the ordinary course and there has not occurred (i)
any event, change, occurrence, effect, fact, circumstance or condition which
would reasonably be expected to, individually or in the aggregate, have a
Company Material Adverse Effect; and (ii) as of the date hereof, neither the
Company nor any of its Subsidiaries has taken any of the actions described in
Sections 8.2(b)(1), (2), (3), (5), (6), (7), (8), (9), (10), (13), (14), (15),
(17) or (18).

Section 6.8 LITIGATION. Other than with respect to claims that are
subject to complete insurance coverage (other than with respect to deductibles
pursuant to the Company's insurance policies) pursuant to the Company's general
liability, automobile or workers compensation insurance

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policies and which do not exceed U.S. $25,000 individually or U.S. $250,000
in the aggregate, and except as explicitly disclosed in the Company SEC Reports
filed prior to the date of this Agreement, there are no investigations, actions,
suits or proceedings pending against the Company or its Subsidiaries or, to the
Knowledge of the Company, threatened against the Company or its Subsidiaries (or
any of their respective properties, rights or franchises), at Law or in equity,
or before or by any Puerto Rico, federal, state, local or foreign commission,
board, bureau, agency, regulatory or administrative instrumentality or other
Governmental Authority or any arbitrator or arbitration tribunal. The Company
does not have Knowledge of any valid basis for any action, proceeding or
investigation against the Company or any of its Subsidiaries. Neither the
Company nor any of its Subsidiaries is subject to any judgment that has not been
satisfied in all respects or any order or decree that remains in effect, which
in any such case was entered in any lawsuit or proceeding in which the Company
or any of its Subsidiaries was a party.

Section 6.9  TITLE TO PROPERTIES; ENCUMBRANCES; LEASES.

(a) The Company and each of its Subsidiaries has good, valid and
indefeasible title to all of its tangible properties and assets, with full right
to convey the same; in each case subject to no Liens, except for (A) Liens
reflected in the Balance Sheet, (B) Liens consisting of zoning or planning
restrictions, easements, permits and other restrictions or limitations on the
use of real property or irregularities in title thereto that do not detract from
the value of, or impair the use of, such property by the Company or any of its
Subsidiaries in the operation of their respective businesses and (C) Liens for
current Taxes, assessments or governmental charges or levies on property not yet
due or which are being contested in good faith. Neither the Company nor any of
its Subsidiaries has granted any options or rights of first refusal or rights of
first offer to third parties to purchase or otherwise acquire an interest in any
of its tangible properties and assets. All properties and assets reflected in
the Balance Sheet have an aggregate fair market and realizable value at least
equal to the aggregate value thereof as reflected therein.

(b) The Company and each of its Subsidiaries has valid leasehold
interests in each of its leased premises (collectively, the "TENANT LEASES").
Each Tenant Lease is in full force and effect, no notice of any default has been
delivered by any landlord under any of the Tenant Leases and to the Knowledge of
the Company there are no facts which would now or with the giving of notice or
the passage of time or both be a default under the terms of any of the Tenant
Leases. There are no pending claims by any tenant as to premises leased to
tenants by the Company or any of its Subsidiaries (collectively, the "LANDLORD
LEASES") and there are no pending claims by such tenants for offsets against
rent or other monetary claims made by tenants against the Company or any of its
Subsidiaries in its capacity as landlord.

Section 6.10 COMPLIANCE WITH LAWS. Except with respect to Taxes,
which are the subject of Section 6.13, environmental matters, which are the
subject of Section 6.16, employee benefits matters, which are the subject of
Section 6.11, and labor matters, which are the subject of Section 6.22, and
except as explicitly disclosed in the Company SEC Reports filed prior to the
date of this Agreement:

(a) The Company and each of its Subsidiaries have complied and are
presently complying with all applicable Laws, and neither the Company nor any of
its Subsidiaries has received written notification of any asserted present or
past failure to so comply.

(b) The Company and its Subsidiaries hold, to the extent legally
required, all Puerto Rico, federal, state, local and foreign permits, approvals,
licenses, authorizations, certificates, rights, exemptions and orders from
Governmental Authorities (the "PERMITS") that are required for the operation of
the respective businesses of the Company and its

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Subsidiaries as now conducted.

(c) Each of the Company's and its Subsidiaries' tangible properties and
assets is in material compliance with all applicable Laws, including, without
limitation, all Laws with respect to zoning, building, fire and health codes.

Section 6.11  EMPLOYEE BENEFIT PLANS

(a) Section 6.11(a) of the Company Disclosure Schedule contains a true and
complete list of each deferred compensation and each incentive compensation,
equity compensation plan, "welfare" plan, fund or program (within the meaning of
section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")); "pension" plan, fund or program (within the meaning of section 3(2)
of ERISA); each employment, termination or severance agreement; and each other
employee benefit plan, fund, program, agreement or arrangement, in each case,
that is sponsored, maintained or contributed to or required to be contributed to
by the Company or by any trade or business, whether or not incorporated (an
"ERISA AFFILIATE"), that together with the Company would be deemed a "single
employer" within the meaning of section 4001(b) of ERISA, or to which the
Company or an ERISA Affiliate is party, whether written or oral, for the benefit
of any employee or former employee of the Company or any Subsidiary of the
Company (the "COMPANY BENEFIT PLANS").

(b) With respect to each Company Benefit Plan, the Company has furnished to
Buyer a complete and correct copy of each Company Benefit Plan and any
amendments thereto (or if the Company Benefit Plan is not a written plan, a
description thereof), any related trust or other funding vehicle, any reports or
summaries required under ERISA or the Code and the most recent determination
letter received from the Internal Revenue Service with respect to each Company
Benefit Plan intended to qualify under section 401 of the Code.

(c) No liability under Title IV of ERISA has been incurred by the Company,
any Subsidiary of the Company or any ERISA Affiliate since December 31, 1997
that has not been satisfied in full, and, to the Knowledge of the Company, no
condition exists that presents a material risk to the Company, any Subsidiary of
the Company or any ERISA Affiliate of incurring any liability under such Title,
other than liability for premiums due to the Pension Benefit Guaranty
Corporation ("PBGC"), which payments have been or will be made when due. Insofar
as the representation made in this Section 6.11(c) applies to Section 4064, 4069
or 4204 of ERISA, it is made with respect to any employee benefit plan, program,
agreement or arrangement subject to Title IV of ERISA to which the Company, any
Subsidiary of the Company or any ERISA Affiliate made, or was required to make,
contributions during the six-year period ending on the last day of the most
recent plan year ended before the date of this Agreement. The PBGC has not
instituted proceedings to terminate any Company Benefit Plan and, to the
Knowledge of the Company, no condition exists that presents a material risk that
such proceedings will be instituted. All contributions and premiums required to
be paid under (i) the terms of each of the Company Benefit Plans subject to
ERISA and (ii) Section 302 of ERISA and Section 412 of the Code, have, to the
extent due, been paid in full or properly recorded on the financial statements
or records of the Company or an ERISA Affiliate. No Company Benefit Plan or any
trust established thereunder has incurred any "accumulated funding deficiency"
(as defined in Section 302 of ERISA or Section 412 of the Code), whether or not
waived.

(d) No Company Benefit Plan is a "multiemployer pension plan," as defined
in section 3(37) of ERISA, nor is any Company Benefit Plan a plan described in
section 4063(a) of ERISA.

(e) Each of the Company Benefit Plans has been operated and administered in
all material respects in accordance with applicable laws,

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including but not limited to ERISA and the Code. The administrator of each of
the Company Benefit Plans that is intended to be "qualified" within the meaning
of Section 401(a) of the Code has received a currently effective determination
letter from the IRS stating that it is so qualified, and, to the Knowledge of
the Company no event has occurred which would adversely affect the Company's
ability to rely on such determination. None of the Company, any Subsidiary of
the Company, any ERISA Affiliate, any of the Company Benefit Plans, any trust
created thereunder, nor to the Company's Knowledge, any trustee or administrator
thereof has engaged in a transaction or has taken or failed to take any action
in connection with which the Company, any Subsidiary of the Company or any ERISA
Affiliate could be subject to any material liability for either a civil penalty
assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to
Section 4975, 4976 or 4980B of the Code. There are no pending or, to the
Knowledge of the Company, threatened claims by or on behalf of any Company
Benefit Plan, by any employee or beneficiary under any such Company Benefit Plan
or otherwise involving any such Company Benefit Plan (other than routine claims
for benefits). Neither the Company nor any ERISA Affiliate is a party to any
agreement or understanding, whether written or unwritten, with the PBGC, the
IRS, the Department of Labor or the Centers for Medicare and Medicaid Services
with respect to a Company Benefit Plan.

(f) Section 6.11(f) of the Company Disclosure Schedule sets forth (i) each
Company Benefit Plan which provides medical, surgical, hospitalization, death or
similar benefits (whether or not insured) for employees or former employees of
the Company or any Subsidiary of the Company for periods extending beyond their
retirement or other termination of service, other than (x) coverage mandated by
applicable law, (y) death benefits under any "pension plan," or (z) benefits the
full cost of which is borne by the current or former employee (or his
beneficiary) and (ii) any unfunded liability of the Company or and Subsidiary of
the Company with respect to each such Company Benefit Plan.

(g) The consummation of the transactions contemplated by this Agreement
will not, either alone or in combination with another event, (i) entitle any
current or former employee or officer of the Company or any ERISA Affiliate to
severance pay, unemployment compensation or any other payment, except as
expressly provided in this Agreement, or (ii) accelerate the time of payment or
vesting, or increase the amount of compensation due any such employee or
officer.

(h) No "leased employee," as that term is defined in Section 414(n) of the
Code, performs services for the Company. The Company has not (i) used the
services or workers provided by third party contract labor suppliers, temporary
employees, "leased employees," or individuals who have provided services as
independent contractors in such a manner as would reasonably be expected to
cause such workers to have become eligible to participate in the Company Benefit
Plans or (ii) used the services of individuals to an extent that would
reasonably be expected to result in the disqualification of any of the Company
Benefit Plans or the imposition of penalties or excise taxes with respect to the
Company Benefit Plans by the Internal Revenue Service, the Department of Labor,
the PBGC, or any other Governmental Body.

(i) With respect to each Company Benefit Plan established or maintained
outside of the United States of America primarily for benefit of employees of
the Company residing outside the United States of America (a "FOREIGN PLAN"):
(i) all employer and employee contributions to each Foreign Plan required by law
or by the terms of such Foreign Plan have been made, or, if applicable, accrued,
in accordance with normal accounting practices; (ii) the fair market value of
the assets of each funded Foreign Plan, the liability of each insurer for any
Foreign Plan funded through insurance or the book reserve established for any
Foreign Plan, together with any accrued contributions, is sufficient to procure
or provide for the accrued benefit obligations, as of the Measurement Date, with
respect to all current and former participants in such plan according to the
actuarial assumptions and

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valuations most recently used to determine employer contributions to such
Foreign Plan and no transaction contemplated by this Agreement shall cause such
assets or insurance obligations to be less than such benefit obligations; and
(iii) each Foreign Plan required to be registered has been registered and has
been maintained in good standing with applicable regulatory authorities.

Section 6.12 BOOKS AND RECORDS. The books of account, minute books, stock
record books and other records of the Company and the Subsidiaries of the
Company have been maintained in accordance with sound business practices and the
requirements of Section 13(b)(2) of the Exchange Act. The Company has made
available to Parent the complete minute books of the Company and its
Subsidiaries for all periods after December 31, 1997, and such minute books
contain true and correct records of all corporate action taken by the Company's
and each of its Subsidiaries' shareholders, Boards of Directors and committees
of the Boards of Directors since December 31, 1997, and no meeting of any of
such shareholders, the Boards of Directors or such committees has been held for
which minutes have not been prepared and are not contained in such minute books.

Section 6.13 TAXES. Except as explicitly disclosed in the Company SEC
Reports filed prior to the date of this Agreement:

(a) The Company and each of its Subsidiaries has timely filed or caused to
be timely filed with the appropriate taxing authorities all returns, statements,
forms and reports for federal income and other Taxes (as hereinafter defined)
("RETURNS") that are required to be filed by, or with respect to, the Company
and such Subsidiaries on or prior to the Closing Date. The Returns as filed were
true, correct and complete and accurately reflect all liability for Taxes for
the periods covered thereby. "TAXES" shall mean all taxes, assessments, charges,
duties, fees, levies or other governmental charges including, without
limitation, all Puerto Rico, federal, state, local, foreign and other income,
franchise, profits, capital gains, capital stock, transfer, sales, use,
value-added, occupation, property, excise, severance, windfall profits, stamp,
license, payroll, withholding and other taxes, assessments, charges, duties,
fees, levies or other governmental charges of any kind whatsoever (whether
payable directly or by withholding and whether or not requiring the filing of a
Return), all estimated taxes, and all deficiency assessments, additions to tax,
penalties and interest with respect thereto and shall include any liability for
such amounts as a result either of being a member of a combined, consolidated,
unitary or affiliated group or of a contractual obligation to indemnify, any
Person.

(b) All Taxes and liabilities for Taxes of the Company and its Subsidiaries
that have become due and payable have been timely paid or fully provided for as
a liability on the Financial Statements of the Company and its Subsidiaries (or
in the notes thereto) in accordance with GAAP. Since the date of the Balance
Sheet, neither the Company nor any of its Subsidiaries has incurred liability
for Taxes other than in the ordinary course of business.

(c) No deficiencies for any Taxes have been asserted or assessed against
the Company or any of its Subsidiaries, which are not fully reserved for or
which are not being contested in good faith by appropriate proceedings. No
Governmental Authority is currently conducting a tax audit or investigation with
respect to the Company or any of its Subsidiaries, or has asked in writing for
an extension or waiver of an applicable statute of limitations. With respect to
Taxes or any Return, no power of attorney has been executed by the Company or
any of its Subsidiaries. To the Company's Knowledge, there is no dispute or
claim concerning any liability for Taxes of the Company or any Company
Subsidiary either claimed or raised by any taxing authority in writing.

(d) Neither the Company nor any of its Subsidiaries has been a member of
any affiliated group within the meaning of Section 1504(a) of the

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Code, or any similar affiliated or consolidated group for tax purposes under
Puerto Rico, state, local or foreign Law (other than a group the common parent
of which is the Company), or has any liability for Taxes of any Person (other
than the Company and its Subsidiaries) under Treasury Regulation Section
1.1502-6 or any similar provision of Puerto Rico, state, local or foreign Law as
a transferee or successor, by contract or otherwise.

(e) All Taxes which the Company or any of its Subsidiaries is (or was)
required by Law to withhold or collect have been duly withheld or collected, and
have been timely paid over to the proper authorities to the extent due and
payable.

(f) There are no Tax sharing, allocation, indemnification or similar
agreements (in writing) in effect as between the Company, any of its
Subsidiaries, or any predecessor or Affiliate of any of them and any other party
under which the Company (or any of its Subsidiaries) could be liable for any
Taxes of any party other than the Company or any Subsidiary of the Company.

(g) Neither the Company nor any of its Subsidiaries is a party to any
agreement, plan, contract or arrangement that could result, separately or in the
aggregate, in a payment of any "excess parachute payments" within the meaning of
Section 280G of the Code.

(h) No election under Section 341(f) of the Code has been made or shall be
made prior to the Closing Date to treat the Company or any of its Subsidiaries
as a consenting corporation, as defined in Section 341 of the Code.

(i) No transaction contemplated by this Agreement is subject to withholding
under Section 1445 of the Code.

(j) There are no Liens for Taxes upon any property or assets of the Company
or any of its Subsidiaries, except for Liens for Taxes not yet due or for which
adequate reserves have been established in accordance with GAAP.

(k) No unresolved claim that the Company or any of its Subsidiaries is or
may be subject to Taxes has been made by any taxing authority in a jurisdiction
where the Company or any of its Subsidiaries does not pay Taxes or file Returns.

Section 6.14 INTELLECTUAL PROPERTY. The Company and its Subsidiaries own,
or are validly licensed or otherwise have the right to use in the manner
currently used, all patents, patent rights, trademarks, trademark rights, trade
names, trade name rights, service marks, service mark rights, copyrights and
other proprietary intellectual property rights and computer programs
(collectively, "INTELLECTUAL PROPERTY RIGHTS") which are used in the conduct of
the business of the Company and its Subsidiaries and the consummation of the
transactions contemplated hereby will not alter or impair any Intellectual
Property Rights in any respect. No claims are pending or, to the Knowledge of
the Company, threatened against the Company or any of its Subsidiaries that the
Company or any of its Subsidiaries is infringing or otherwise adversely
affecting the rights of any person with regard to any Intellectual Property
Right. To the Knowledge of the Company, no person is infringing the rights of
the Company or any of its Subsidiaries with respect to any Intellectual Property
Right.

Section 6.15 BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment
banker, financial advisor or other person, other than UBS Warburg, the fees and
expenses of which will be paid by the Company, is entitled to any broker's,
finder's, financial advisor's or other similar fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or on
behalf of the Company. The estimated professional fees and expenses incurred and
to be incurred by the Company in connection with the Offer, the Merger and the
other transactions contemplated hereby

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(including the fees of UBS Warburg and the fees of the Company's legal counsel)
are set forth in Section 6.15 of the Company Disclosure Schedule. The Company
has furnished to Parent a true, complete and correct description of the
financial details of all agreements between the Company and UBS Warburg relating
to the Offer, the Merger and the other transactions contemplated hereby, copies
of which have been provided to Parent.

Section 6.16 ENVIRONMENTAL MATTERS.

(a)   Definitions.

(i)   "Cleanup" means all actions required under Environmental
Laws to: (1) cleanup, remove, treat or remediate the Release of Hazardous
Materials in the indoor or outdoor environment; (2) prevent the Release of
Hazardous Materials so that they do not migrate, endanger or threaten the
indoor or outdoor environment; (3) perform government-required pre-remedial
studies and investigations and post-remedial monitoring and care; or (4)
respond to any lawful government requests for information or documents in
any way relating to cleanup, removal, treatment or remediation or potential
cleanup, removal, treatment or remediation of the Release of Hazardous
Materials in the indoor or outdoor environment.

(ii)  "Environmental Claim" means any written claim, action,
cause of action, or investigation or notice by any person or entity
alleging potential liability (including, without limitation, potential
liability for investigatory costs, Cleanup costs, governmental response
costs, natural resources damages, property damages, personal injuries, or
penalties) arising out of, based on or resulting from (a) the Release of
any Hazardous Materials at any location, whether or not owned or operated
by the Company, or (b) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law.

(iii) "Environmental Laws" means all applicable written federal,
state, local and foreign laws and regulations relating to pollution or
protection of human health or the environment, including without
limitation, laws relating to Releases or threatened Releases of Hazardous
Materials or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, Release, disposal, transport or
handling of Hazardous Materials and all laws and regulations with regard to
recordkeeping, notification, disclosure and reporting requirements
respecting Hazardous Materials.

(iv)  "Hazardous Materials" means all substances defined as
Hazardous Substances, Oils, Pollutants or Contaminants in the National
Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. ss.
300.5, or defined as such by, or regulated as such under, any
Environmental Law.

(v)   "Release" means any release, spill, emission, discharge,
leaking, pumping, injection, deposit, disposal, dispersal, leaching or
migration into the indoor or outdoor environment (including, without
limitation, ambient air, surface water, groundwater and surface or
subsurface strata) or into or out of any property, including the movement
of Hazardous Materials through or in the air, soil, surface water,
groundwater or property.

(b) Representations and Warranties on Environmental Matters.

(i)   The Company is in material compliance with all
Environmental Laws (which compliance includes, but is not limited to, the
possession by the Company of all material permits and other material
governmental authorizations required under Environmental Laws, and material
compliance with the terms and conditions thereof). The Company has not
received any written communication, whether from a governmental

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authority, citizens group or employee, alleging that the Company is not in
such material compliance, and. to the Knowledge of the Company, there are
no past or present actions, activities, circumstances, conditions, events
or incidents that may prevent or interfere with such compliance in the
future.

(ii)  No transfers of permits or other governmental authorizations
under Environmental Laws, and no additional permits or other governmental
authorizations under Environmental Laws, will be required to permit the
Buyer to conduct the business of the Company in material compliance with
all Environmental Laws immediately following the Effective Time, as
conducted by the Company immediately prior to the Effective Time. To the
extent that such transfers or additional permits and other governmental
authorizations are required, the Company agrees to use its reasonable best
efforts to cooperate with the Parent to effect such transfers and obtain
such permits and other governmental authorizations prior to the Effective
Time.

(iii) There is no Environmental Claim pending or, to the
Knowledge of the Company, threatened against the Company or against any
person or entity whose liability for any Environmental Claim the Company
has expressly retained or assumed either contractually or by operation of
law.

(iv)  The Company has not and, to the Knowledge of the Company, no
other person has placed, stored, deposited, discharged, buried, dumped or
disposed of Hazardous Materials or any other wastes produced by, or
resulting from, any business, commercial or industrial activities,
operations or processes, on, beneath or adjacent to any property currently
or formerly owned, operated or leased by the Company, except for
inventories of such substances to be used, and wastes generated therefrom,
in the ordinary course of business of the Company (which inventories and
wastes, if any, were and are stored or disposed of in accordance with
applicable Environmental Laws and in a manner such that there has been no
Release of any such substances).

(v)   The Company has delivered or otherwise made available for
inspection to Parent true, complete and correct copies and results of any
material reports, studies, analyses, tests or monitoring possessed or
initiated by the Company pertaining to Hazardous Materials in, on, beneath
or adjacent to any property currently or formerly owned, operated or leased
by the Company, or regarding the Company's material compliance with
Environmental Laws.

Section 6.17 TAKEOVER STATUTES. The Company's Board of Directors has
approved the Offer, the Merger and this Agreement and, assuming the accuracy of
Parent's and Purchaser's representations in Section 7.6, such approval is
sufficient and no further action by the Company Board of Directors is required
to render inapplicable to the Offer, the Merger, this Agreement and the other
transactions contemplated hereby the provisions of Article Tenth of the
Company's Certificate of Incorporation. The Company's Board of Directors has
also taken such action as is necessary to render inapplicable to the Transaction
Support Agreements and the transactions contemplated thereby the provisions of
Article TENTH of the Company's Certificate of Incorporation. No other "fair
price," "moratorium," "control share," "business combination," "affiliate
transaction," or other anti-takeover statute or similar statute or regulation of
any jurisdiction is applicable to the Offer, the Merger, this Agreement and the
other transactions contemplated hereby.

Section 6.18  VOTING REQUIREMENTS; BOARD APPROVAL.

(a) The affirmative vote of the holders of a majority of the outstanding
shares of the Company Common Stock, voting as one class with each share having
one vote, is the only vote of the holders of any class or series

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of the Company's capital stock necessary to approve this Agreement, the Merger
and the transactions contemplated hereby.

(b) The Company's Board of Directors has, as of the date of this Agreement,
(i) unanimously determined that the Offer and the Merger are fair to the
Company's shareholders, and are in the best interests of the Company and its
shareholders, (ii) approved this Agreement and the transactions contemplated
hereby and (iii) resolved to recommend that the shareholders of the Company
approve and adopt this Agreement, the Offer and the Merger.

Section 6.19 OPINION OF FINANCIAL ADVISOR. The Company has received the
oral opinion of UBS Warburg (to be promptly confirmed in writing) to the effect
that, as of the date of this Agreement, the consideration to be paid in the
Offer and the Merger is fair to the holders of shares of the Company Common
Stock (other than Parent or any of its Affiliates) from a financial point of
view, and a true, complete and correct copy of such opinion has been, or
promptly upon receipt thereof will be, delivered to Parent. The Company has been
authorized by UBS Warburg to permit the inclusion of such opinion in its
entirety in the Schedule 14D-9 and Proxy Statement, and references thereto in
Schedule TO and the Offer Documents so long as such references are in form and
substance reasonably satisfactory to UBS Warburg and its counsel.

Section 6.20 CONTRACTS.

(a) Neither the Company nor any of its Subsidiaries is a party to or bound
by any contract, arrangement, commitment or understanding (whether written or
oral) that: (i) is an employment agreement that upon Consummation of the Offer
or the effectiveness of the Merger, will (either alone or upon the occurrence of
any additional acts or events) result in any payment or benefits (whether of
severance pay or otherwise) becoming due, or the acceleration or vesting of any
rights to any payment or benefits, from Parent, Purchaser, the Company or the
Surviving Corporation or any of their respective Subsidiaries to any officer,
director, consultant or employee thereof, (ii) is a material contract (as
defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed (in
whole or in part) after the date of this Agreement that has not been filed or
incorporated by reference in the Company SEC Reports, (iii) which contains any
material prohibition on the conduct of any business or line of business, or any
material limitation on the scope of business that may be conducted, by the
Company of any of its Subsidiaries, including geographic limitations on the
Company's or any of its Subsidiaries' activities or (iv) (including any stock
option plan, stock appreciation rights plan, restricted stock plan or stock
purchase plan) any of the benefits of which will be increased, or the vesting of
the benefits of which will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement, or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated
by this Agreement. Each contract, arrangement, commitment or understanding of
the type described in this Section 6.20(a), whether or not set forth in Section
6.20(a) of the Company Disclosure Schedule, is referred to herein as a "MATERIAL
CONTRACT." The Company has previously made available to Parent true, complete
and correct copies of each Material Contract.

(b) Each Material Contract is valid and binding and in full force and
effect, (ii) no default exists on the part of the Company or any of its
Subsidiaries under any such Material Contract and no event or condition exists
which constitutes or, after notice or lapse of time or both, would constitute, a
default on the part of the Company or any of its Subsidiaries under any such
Material Contract and (iii) to the Knowledge of the Company no other party to
such Material Contract is in default in any respect thereunder.

Section 6.21  PLANTS AND EQUIPMENT. The plants, structures and
equipment necessary for the continued operation of the Company or any of its
Subsidiaries are structurally sound with no defects and, taking into account

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ordinary wear and tear, are in good operating condition and repair and are
sufficient to produce the products of the Company and its Subsidiaries, taken as
a whole, in quantities not less than the quantities produced in any calendar
year since 1996. Other than as set forth in the Company Budget, none of such
plants, structures or equipment is in need of maintenance or repairs except for
ordinary, routine maintenance and repairs, which in nature and cost are
consistent with past practice or normal expectations. Each of the facilities of
the Company and its Subsidiaries has all required mining Permits and concessions
to produce raw materials and production inputs in sufficient quantities for the
production of products of the Company and its Subsidiaries in the amounts
currently produced.

Section 6.22 LABOR AND EMPLOYMENT MATTERS. Except as set forth on
Schedule 6.22 of the Company's Disclosure Schedule, (a) the Company is not party
to or bound by any collective bargaining agreement or any other agreements with
a labor union; (b) to the Knowledge of the Company there has been no labor union
prior to the date hereof organizing any employees of the Company into one or
more collective bargaining units and the Company has not received notice that
any representation petition respecting the employees of the Company has been
filed with the National Labor Relations Board ("NLRB"); (c) there is not now,
and there has not been since December 31, 1999 any actual or, to the Knowledge
of the Company, threatened labor dispute, strike, slowdown or work stoppage
which affects or may affect the business of the Company or which may interfere
with its continued operations; (d) to the Knowledge of the Company, neither the
Company nor any employee, agent or representative thereof, have since December
31, 1999 committed any unfair labor practice as defined in the National Labor
Relations Act, as amended, and there is no pending or, to the Knowledge of the
Company, threatened charge or complaint against the Company by or with the NLRB
or any representative thereof; (e) to the Knowledge of the Company, the Company
is in compliance with all applicable Laws respecting employment and employment
practices, terms and conditions of employment, health and safety, and wages and
hours; (f) the Company has not received written notice of any investigation,
charge or complaint against the Company pending before the Equal Employment
Opportunity Commission or any other federal, state, or Puerto Rico government
agency or court or other tribunal regarding an unlawful employment practice; (g)
there are no complaints, lawsuits, arbitrations or other proceedings pending or,
to the Knowledge of the Company, threatened by or on behalf of any present or
former employee of the Company alleging breach of any express or implied
contract of employment; (h) the Company is and has been in compliance with all
notice and other requirements under the Worker Adjustment and Retaining
Notification Act ("WARN") or similar Puerto Rico statute.

Section 6.23 CERTAIN CONTRACTS

(a) There are no Contracts (other than loan agreements) between (i) the
Company or any of its Subsidiaries, on the one hand, and (ii) any director,
officer or employee of the Company or its Subsidiaries, any Affiliate of any
director, officer or employee of the Company or its Subsidiaries or any Person
the equity interests of which are more that 5% owned by any director, officer or
employee of the Company or its Subsidiaries, on the other hand, other than any
such Contracts that will terminate or expire prior to or as of Consummation of
the Offer, in each case providing for payments in the aggregate of more than
U.S. $25,000 in any 12-month period or U.S. $50,000 over the remaining duration
of any such Contracts, and not to exceed U.S. $250,000 in the aggregate.

(b) There are no Contracts between the Company or any of its Subsidiaries
with any Person (i) requiring that the Company or such Subsidiary purchase or
sell any product or service exclusively from or to any Person, (ii) prohibiting
the Company or any of its Subsidiaries from selling products or services to any
Person, (iii) requiring the Company or any of its Subsidiaries to purchase all
of their requirements of any product or service from any Person or (iv)
requiring the Company to pay for any product or

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service regardless of whether or not the Company avails itself of such product
or service.

(c) There are no Contracts between the Company or any of its Subsidiaries
with any Person with a term of more than two years providing for payments of
more than U.S. $50,000 in any 12-month period or U.S. $100,000 over the
remaining duration of any such Contracts and not to exceed U.S. $250,000 in the
aggregate in any 12-month period that are not cancelable by the Company without
penalty, payment or other obligation.

Section 6.24 INSURANCE. The Company and its Subsidiaries have insurance
coverage in amounts and with deductibles which are customary for a company
similar in size, location and industry to the Company and its Subsidiaries.

Section 6.25 CERTAIN ACTIONS. None of the Company or any of its
Subsidiaries, or any of their respective officers, directors or, to the
Knowledge of the Company, any of their employees or representatives has taken
any action or made any payment since December 31, 1997 that would constitute a
breach of the United States Foreign Corrupt Practices Act.

Section 6.26 PONCE LOANS AND LOAN COMMITMENTS

(a) Definitions.

(i)  "PONCE DEBTORS" means the Person or Persons, directly or
indirectly, obligated on or in respect of a Ponce Loan or Ponce Loan
Commitment (other than the Company or any Subsidiary of the Company),
including any guarantor or other provider of security.

(ii)  "PONCE LOANS" means all of the following owed to or held by
Ponce or by the Company relating to Ponce (including any of the following
fully or partially charged off the books of the Company):

(A) loans, advances or other extensions of credit,
including customer liabilities (on letters of credit or
otherwise), and including in all cases loans made to pay interest
accruing on loans whether or not due or payable (sometimes
referred to as capitalized interest);

(B) all Liens (including security interests), rights
(including rights of set-off), remedies, powers, privileges,
demands, priorities, equities and benefits owned or held by, or
accruing or to accrue to or for the benefit of, the holder of the
obligations or instruments referred to in clause (A)
above, including but not limited to those arising under or based
upon Ponce Loan Documents, standby letters of credit, payment
bonds and performance bonds at any time and from time to time
existing with respect to any of the obligations or instruments
referred to in clause (A) above; and

(C) all amendments, modifications, renewals,
extensions, refinancings and refundings of or for any of the
foregoing.

(iii) "PONCE LOAN COMMITMENTS" means the collective reference to
each commitment or obligation on the part of Ponce or the Company relating to
Ponce to extend credit to any Person.

(iv)  "PONCE LOAN DOCUMENTS" means the agreements, instruments,
certificates, or other documents at any time evidencing or otherwise relating
to, governing, or executed in connection with, or as security for a Ponce
Loan or a Ponce Loan Commitment, including without limitation, security
agreements, notes, bonds, acceptances and letters of credit issued in
connection therewith, loan agreements, letter of

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credit applications, letters of credit, drafts, guarantees, assignments,
security agreements, pledges, subordination or priority agreements,
undertakings, security instruments, financing statements, certificates,
documents, participation and assignment agreements and inter-creditor
agreements, and all amendments, modifications, renewals, extensions,
rearrangements and substitutions with respect to any of the foregoing.

(v)  "PONCE" means Ponce Capital Corp., a wholly owned Subsidiary
of the Company.

(b) Representations on Ponce Loans and Ponce Loan Commitments.

(i)   Each Ponce Loan or Ponce Loan Commitment was made by Ponce
or the Company in the ordinary course of business consistent with past
practice, is at a rate of interest usual and customary for such Ponce Loan
or Ponce Loan Commitment and is collectible in accordance with its terms,
subject to any reserves for uncollectible Ponce Loans set forth
on the Balance Sheet and applicable bankruptcy, insolvency, reorganization,
moratorium and similar Laws affecting creditors' rights generally. Each
Ponce Loan is secured by a Lien on collateral with a value in excess of the
amount owed under such Ponce Loan. Section 6.26 of the Company Disclosure
Schedule sets forth as of the date of this Agreement: (i) the unpaid
principal balance of each Ponce Loan as well as the aggregate amount of any
Ponce Loan Commitment, (ii) the payment status and maturity date of each
Ponce Loan and (iii) the interest rate associated with each Ponce Loan and
Ponce Loan Commitment.

(ii)  Each Ponce Loan Document constitutes a valid, legal and
binding obligation of the Debtors thereunder, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar Laws affecting creditors' rights
generally; each Ponce Loan Document contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization of the benefits intended to be provided
thereby, including by the security interest or Lien created and granted (or
purported to be created or granted) by such Ponce Loan Document; all Liens
granted to Ponce or the Company in any collateral described in any Ponce
Loan Document as security for each Ponce Loan and Ponce Loan Commitment
constitute valid and perfected Liens in such collateral (assuming the
relevant Debtor has rights in the collateral as to permit attachment);

(iii) All Ponce Loans, Ponce Loan Commitments and related Ponce
Loan Documents were issued, made and maintained in material compliance with
applicable Law; there is no valid claim pending against the Company with
respect to, or, to the Knowledge of the Company, any valid defense to the
enforcement by the Company of, such Ponce Loan or Ponce Loan Commitment and
neither the Company nor any of its Affiliates has taken or failed to take
any action that would reasonably be expected to entitle any Debtor or other
party to assert successfully any claim or defense against the Company,
Parent or Purchaser (including without limitation any right not to repay
any such obligation or any part thereof or any right to subordinate the
claims related to such Ponce Loan to any other claim); and

(iv)  None of the rights or remedies under the Ponce Loan
Documents in favor of Ponce or the Company have been materially amended,
modified, waived, supplemented, subordinated or otherwise altered by Ponce,
the Company or any of its Affiliates.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Except as set forth in the Parent Disclosure Schedule, each of

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Parent and Purchaser represents and warrants to, and covenants and agrees with,
the Company as set forth in this Article VII. Each exception set forth in the
Parent Disclosure Schedule and each other response to this Agreement set forth
in the Parent Disclosure Schedule is identified by reference to, or has been
grouped under a heading referring to, a specific individual Section of this
Agreement.

Section 7.1 DUE ORGANIZATION; GOOD STANDING. Each of Parent and
Purchaser is a corporation duly organized, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation.

Section 7.2 AUTHORIZATION AND VALIDITY OF AGREEMENT. Each of Parent
and Purchaser has the requisite corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and performance of
this Agreement by Parent and Purchaser, and the consummation by each such party
of the transactions contemplated hereby, have been duly authorized and approved
by the respective boards of directors of Parent and Purchaser and by the sole
shareholder of Purchaser and no other corporate action on the part of either of
Parent or Purchaser is necessary to authorize the execution, delivery and
performance of this Agreement by each of Parent and Purchaser and the
consummation of the transactions contemplated hereby other than filing the
Certificate of Merger. This Agreement has been duly executed and delivered by
each of Parent and Purchaser and, assuming the due and valid authorization,
execution and delivery of this Agreement by the Company, this Agreement is a
valid and binding obligation of each of Parent and Purchaser, enforceable
against each of Parent and Purchaser in accordance with its terms.

Section 7.3 CONSENTS AND APPROVALS; NO VIOLATIONS. Assuming (i) the
filings required under the HSR Act are made and the waiting periods thereunder
(if applicable) have been terminated or expired, (ii) the prior notification and
reporting requirements of other antitrust or competition Laws as may be
applicable are satisfied and any antitrust filings/notifications which must or
may be effected in countries having jurisdiction are made and any waiting
periods thereunder have been terminated or expired, (iii) the applicable
requirements of the Exchange Act are met, (iv) the requirements under any
applicable Puerto Rico, foreign or state securities or blue sky Laws are met and
(v) the filing of the Certificate of Merger and other appropriate merger
documents, if any, as required by the PRGCL are made, the execution and delivery
of this Agreement by Parent and Purchaser and the consummation by Parent and
Purchaser of the transactions contemplated hereby and the performance of each of
Parent and Purchaser of its obligations hereunder do not and will not: (A)
violate or conflict with any provision of the governing documents of Parent,
Purchaser or any of their respective Subsidiaries; (B) violate or conflict with
any Laws or Orders of any Governmental Authority or any Permit applicable to
Parent, Purchaser or any of their respective Subsidiaries or by which any of
their respective properties or assets may be bound; (C) require any filing with,
or permit, consent or approval of, or the giving of any notice to, any
Governmental Authority; or (D) result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under,
or result in the creation of any Lien upon any of the properties or assets of
Parent, Purchaser or any of their respective Subsidiaries under, or give rise to
any obligation, right of termination, cancellation, acceleration or increase of
any obligation or a loss of a benefit under, any of the terms, conditions or
provisions of any Contracts to which Parent, Purchaser or any of their
respective Subsidiaries is a party, or by which any such Person or any of its
properties or assets are bound.

Section 7.4  INFORMATION TO BE SUPPLIED.

(a) Each of the Schedule TO and the Offer Documents and the other
documents required to be filed by Parent with the SEC in connection with the

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Offer, the Merger and the other transactions contemplated hereby will comply as
to form, in all material respects, with the requirements of the Exchange Act and
will not, on the date of its filing, and none of the information supplied or to
be supplied by Parent or Purchaser expressly for inclusion or incorporation by
reference in the Schedule 14D-9 or the Proxy Statement will, in the case of the
Schedule 14D-9, at the time the Schedule 14D-9 is filed with the SEC and first
published, sent or given to the Company's shareholders or, in the case of the
Proxy Statement on the dates the Proxy Statement is mailed to shareholders of
the Company and at the time of the Company Shareholder Meeting will not, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they are made, not
misleading.

(b) Notwithstanding the foregoing provisions of this Section 7.4, no
representation or warranty is made by Parent with respect to statements made or
incorporated by reference in the Schedule TO, the Offer Documents, the Schedule
14D-9 or Proxy Statement based on information supplied by the Company expressly
for inclusion or incorporation by reference therein or based on information
which is not made in or incorporated by reference in such documents but which
should have been disclosed pursuant to Section 6.6.

Section 7.5 BROKER'S OR FINDER'S FEE. Except for Goldman, Sachs &
Co. (whose fees and expenses will be paid by Parent or Purchaser), no agent,
broker, Person or firm acting on behalf of Parent or Purchaser is, or will be,
entitled to any fee, commission or broker's or finder's fees from any of the
parties hereto, or from any Person controlling, controlled by, or under common
control with any of the parties hereto, in connection with this Agreement or any
of the transactions contemplated hereby.

Section 7.6 OWNERSHIP OF CAPITAL STOCK. Neither Parent, Purchaser
nor any of their respective Subsidiaries beneficially owns, directly or
indirectly, any capital stock of the Company or is a party to any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any capital stock of the Company, other than as contemplated by
this Agreement and the Transaction Support Agreements. As of the date of this
Agreement, none of Purchaser, Parent or any Affiliate of Parent is an
"Interested Stockholder" of the Company, as such term is defined in Article
Tenth of the Company's Certificate of Incorporation.

Section 7.7 NO PRIOR ACTIVITIES. Purchaser was formed solely for the
purpose of engaging in the transactions contemplated by this Agreement, has no
Subsidiaries and has undertaken no business or activities other than in
connection with entering into this Agreement and engaging in the transactions
contemplated hereby. All of the issued and outstanding shares of capital stock
of Purchaser are issued and outstanding, are duly authorized, validly issued,
fully paid and nonassessable.

Section 7.8 SUFFICIENT FUNDS. Parent and Purchaser have sufficient
funds to purchase all of the shares of Company Common Stock outstanding on a
fully diluted basis at the Offer Price, to retire all outstanding indebtedness
of the Company and its Subsidiaries and to pay all costs, fees and expenses
related to the transactions contemplated by this Agreement (collectively,
"SUFFICIENT FUNDS") and such funds will be available at the times required under
this Agreement.

ARTICLE VIII

COVENANTS

Section 8.1 ACCESS TO INFORMATION CONCERNING PROPERTIES AND RECORDS.
During the period commencing on the date hereof and ending on the earliest of
(i) the Closing Date, (ii) the date on which this Agreement is terminated
pursuant to Section 10.1 hereof and (iii) July 18, 2002, the Company shall, and
shall cause its Subsidiaries to, upon reasonable notice,

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afford Parent, and Parent's counsel, accountants, consultants, financing sources
and other authorized representatives, access during normal business hours to its
and the Company's Subsidiaries' executive officers, properties, books and
records in order that they may have the opportunity to make such investigations
as they shall reasonably deem necessary of the Company's and its Subsidiaries'
affairs, including, without limitation, operational, market, financial, legal,
environmental, building and mechanical inspections (including, without
limitation, subsurface or other physically invasive investigations) and title
and survey due diligence; such investigation shall not, however, affect the
representations and warranties made by the Company in this Agreement, provided,
however, that if as of July 18, 2002 or any date thereafter it has come to the
attention of Parent that there has been a breach by the Company of a
representation, warranty or covenant hereunder, the date set forth in clause
(iii) shall be extended for so long as, and only to the extent necessary for,
Parent to continue to investigate the matters causing or otherwise relating to
any such breach or, if later, any Cure Period relating to such breach and
provided, further, that all such access shall be reinstated promptly upon
Consummation of the Offer. The Company shall furnish promptly to Parent and
Purchaser (x) a copy of each form, report, schedule, statement, registration
statement and other document filed by it during such period pursuant to the
requirements of Puerto Rico, federal, state or foreign securities Laws and (y)
all other information concerning the Company's or its Subsidiaries' business,
properties and personnel as Parent or Purchaser may reasonably request. The
Company agrees to cause its officers and employees to furnish such additional
financial and operating data and other information and respond to such inquiries
as Parent or Purchaser shall from time to time reasonably request. Parent and
Purchaser shall make all reasonable efforts to minimize any disruption to the
businesses of the Company and its Subsidiaries which may result from the
requests made hereunder. The foregoing provisions of this Section 8.1 shall not
require the Company or any of its Subsidiaries to disclose any information the
disclosure of which in the reasonable good faith judgment of the Company after
consultation with outside counsel would (i) violate any applicable antitrust or
competition Law or (ii) violate any contractual obligation of the Company or its
Subsidiaries to any third party to maintain the confidentiality of such
information; provided, however, that with respect to any information covered by
this clause (ii), the Company shall use commercially reasonable efforts to
obtain the consent of any such third party to such disclosure; provided,
further, however that this clause (ii) shall not limit or restrict any
obligation of the Company to disclose information to Parent pursuant to Section
8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section
8.1 shall be subject to the Confidentiality Agreement.

Section 8.2 CONDUCT OF THE BUSINESS OF THE COMPANY PENDING THE
CLOSING DATE. Except as permitted, required or specifically contemplated by, or
otherwise described in, this Agreement or otherwise consented to or approved in
writing by Parent, which consent or approval shall not be unreasonably withheld,
conditioned or delayed in the case of clauses 8.2(b)(4) or (12), and except as
set forth in Section 8.2 of the Company Disclosure Schedule, during the period
commencing on the date hereof until the Effective Time:

(a)  The Company and each of its Subsidiaries shall conduct their
respective operations only according to their ordinary and usual course of
business consistent with past practice and shall use their reasonable best
efforts to preserve intact their respective business organizations, keep
available the services of their officers and employees and maintain satisfactory
relationships with those Persons having significant business relationships with
them;

(b)  Neither the Company nor any of its Subsidiaries shall:

(1)   make any change in or amendment to its certificate or
articles of incorporation or its by-laws or similar organizational

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documents;

(2) issue or sell, or authorize to issue or sell, any shares of
its capital stock, Voting Debt or any other securities, or issue or sell,
or authorize to issue or sell, any securities convertible into, or options,
warrants or rights to purchase or subscribe for, or enter into any
arrangement or contract with respect to the issuance or sale of, any shares
of its capital stock, Voting Debt or any other securities, or make any
other changes in its capital structure;

(3) declare, pay or set aside any dividend or other distribution
or payment with respect to, or split, combine, redeem or reclassify, or
purchase or otherwise acquire, any shares of its capital stock or its other
securities, other than (A) normal quarterly cash dividends not in excess of
U.S. $0.19 per share declared and paid in accordance with the Company's
past dividend policy, provided that the timing of the declaration, record
and payment dates, shall be the same dates as were used by the Company in
the last calendar year, or, if any such date shall not be a Business Day,
the next succeeding Business Day, and provided further, that no such cash
dividends shall be declared after Consummation of the Offer or (B)
dividends payable by a wholly owned Subsidiary of the Company to the
Company or another wholly owned Subsidiary of the Company;

(4) incur any capital expenditures or any obligations or
liabilities in respect thereof, except (A) with respect to expansion
projects, for expenditures for such projects which are consistent with the
budget for the Company set forth in Section 8.2(b) of the Company
Disclosure Schedule (the "COMPANY BUDGET"), (B) those required for
maintenance and replacement in the ordinary course of business not to
exceed the amounts provided for maintenance and replacement in the Company
Budget and (C) capital expenditures outside the scope of the Company Budget
that do not exceed U.S. $250,000 in the aggregate.

(5) acquire or agree to acquire (A) by merging or consolidating
with, or by purchasing a substantial portion of the assets of, or by any
other manner, any business or any corporation, partnership, joint venture,
association or other business organization or division thereof (excluding
any of the Company's Subsidiaries) or (B) any assets, including real
estate, except purchases of inventory, equipment, or other non-material
assets in the ordinary course of business consistent with the Company
Budget;

(6) (A) except to the extent required under existing Company
Benefit Plans as in effect on the date of this Agreement, increase the
compensation or fringe benefits of any of its directors, officers or
employees or grant any severance or termination pay not currently required
to be paid under existing severance plans; (B) enter into any employment or
consulting agreement or arrangement with any present or former director or
officer of the Company or any of its Subsidiaries, or any employment or
consulting agreement with any other employee of the Company or any of its
Subsidiaries; or (C) except in the ordinary course of business consistent
with past practice and to the extent necessary to fill vacancies, hire or
agree to hire, or enter into any written employment agreement with, any new
or additional employee or officer having an annual base salary of U.S.
$40,000 or more or, in the aggregate, annual base salaries of U.S. $500,000
or more;

(7) except as required to comply with applicable Law or expressly
provided in this Agreement, (A) adopt, enter into, terminate or amend any
Company Benefit Plan, collective bargaining agreement or other arrangement
for the current or future benefit or welfare of any director, officer or
current or former employee, (B) pay any benefit not required under any
Company Benefit Plan, accelerate the payment, right of payment or vesting
of any bonus, severance, profit sharing,

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retirement, deferred compensation, stock option, insurance or other compensation
or benefits, (C) grant any awards under any bonus, incentive, performance or
other compensation plan or arrangement or Company Benefit Plan (including the
grant of stock options, stock appreciation rights, stock based or stock related
awards, performance units or restricted stock, or the removal of existing
restrictions in any Company Benefit Plans or agreements or awards made
thereunder) or (D) except as required by the current terms thereof take any
action to fund or in any other way secure the payment of compensation or
benefits under any employee plan, agreement, contract or arrangement or Company
Benefit Plan;

(8)  transfer, lease (as lessor), license, sell, mortgage, pledge, dispose
of, encumber or subject to any Lien, any assets, other than in the ordinary
course of business and consistent with past practice, except as provided for in
Section 8.2(b)(11) or in an amount in the aggregate not to exceed U.S. $250,000;

(9)  except as required by applicable Law or GAAP, make any change in its
methods of accounting;

(10) adopt or enter into a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization of the Company or any of its Subsidiaries (other than the
Merger), except as provided for in Section 8.5;

(11) (A) Incur any long-term indebtedness (other than under existing
revolving credit facilities, as may be amended as contemplated hereby) or,
except in the ordinary course of business consistent with past practice, any
short-term indebtedness; (B) modify any material indebtedness or other
liability; (C) assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, contingently or otherwise) for the obligations or
indebtedness of any other Person; (D) make any loans, advances or capital
contributions to, or investments in, any other Person (other than in or to
wholly owned Subsidiaries of the Company, or by wholly owned Subsidiaries to the
Company, or customary loans or advances to employees); (E) other than with
respect to the settlement of any claim that is completely covered (other than
with respect to deductibles to the Company's insurance policies) by the
Company's insurance carrier, settle any claims against the Company or any of its
Subsidiaries where the amounts payable by the Company and its Subsidiaries would
exceed U.S. $25,000 individually or U.S. $250,000 in the aggregate, in each such
case without admission of liability; or (F) except in the ordinary course of
business consistent with past practice, enter into any material commitment or
transaction;

(12) pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
the payment, discharge or satisfaction of any such claims, liabilities or
obligations, in the ordinary course of business and consistent with past
practice, or of claims, liabilities or obligations reflected or reserved against
in, or contemplated by, the Financial Statements;

(13) enter into any agreement, understanding or commitment (including with
any Antitrust Authority) that contains any material prohibition on the conduct
of any business or line of business, or any material limitation on the scope of
business that may be conducted, by the Company or any of its Subsidiaries,
including geographic limitations on the Company's or any of its Subsidiaries'
activities;

(14) (A) announce, implement or effect any material reduction in labor
force, lay-off, early retirement program, severance program or other program or
effort concerning the termination of employment of

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employees of the Company or its Subsidiaries; provided, however, that
routine employee terminations for cause shall not be considered subject to
this clause (14) or (B) terminate the employment of any officer of the
Company other than for cause or agree that any voluntary termination of
employment by an officer of the Company occurring prior to the Effective
Time shall be treated as having been with "good reason";

(15) take any action including, without limitation, the adoption
of any shareholder rights plan or amendments to its Certificate or Articles
of Incorporation or By-Laws (or comparable governing documents) or any
resolution of the Company's Board of Directors, which would, directly or
indirectly, restrict or impair the ability of Parent to vote, or otherwise
to exercise the rights and receive the benefits of a shareholder with
respect to, securities of the Company acquired by Purchaser in the Offer or
the Merger, or permit any shareholder to acquire securities of the Company
on a basis not available to Parent or Purchaser in the event that Parent or
Purchaser were to acquire any additional shares of the Company Common Stock
or approve any "Business Combination" (as defined in Article TENTH of the
Company's Certificate of Incorporation) with any person other than Parent
and Purchaser for the purposes of Article TENTH of the Company's
Certificate of Incorporation (subject to the Company's right to take action
specifically permitted by Section 8.5 prior to Consummation of the Offer);

(16) enter into any Material Contract, or terminate or materially
modify or amend any such Material Contract to which it is a party or waive
or assign any of its material rights or claims except in the ordinary
course of business consistent with past practice;

(17) other than consistent with past practice or as required by a
change in Law or required by Law because of a change in facts, make any Tax
election or enter into any settlement or compromise of any liability for
Taxes that in either case is material;

(18) permit any insurance policy, other than a policy providing
coverage for losses not in excess of U.S. $25,000, naming it as a
beneficiary or a loss payable payee to be cancelled or terminated, other
than pursuant to an expiration in accordance with its terms, unless a new
policy with substantially similar coverage is in effect as of the date of
such cancellation or termination; or

(19) agree or commit, in writing or otherwise, to take any of
the foregoing actions.

For purposes of this Section 8.2(b) (other than Section 8.2(b)(13)), references
to "material" (but not "materially") mean material to the Company and its
Subsidiaries, taken as a whole.

(c)   The Company (i) shall not, and shall not permit any of its
Subsidiaries to, take any action that would, or would reasonably be expected to,
result in (A) any of the conditions to the Offer set forth in Article IX or
Annex I not being satisfied (subject to the Company's right to take action
specifically permitted by Section 8.5) or (B) a Company Material Adverse Effect
and (ii) shall not intentionally take, or permit any of its Subsidiaries to
take, any action that would, or would reasonably be expected to, result in any
of its representations and warranties set forth in this Agreement becoming
untrue in any respect.

Section 8.3 COMPANY SHAREHOLDER MEETING; PREPARATION OF PROXY
STATEMENT. Subject to Section 2.4, as promptly as practicable following
Consummation of the Offer, if required by applicable Law in order to consummate
the Merger, the Company, acting through the Company's Board of Directors, shall,
in accordance with applicable Law:

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(a) duly call, give notice of, convene and hold a special meeting of
its shareholders (the "COMPANY SHAREHOLDER MEETING") for the purpose of
considering and taking action upon the approval of the Merger and the adoption
of this Agreement;

(b) prepare and file with the SEC a preliminary proxy or information
statement in accordance with the Exchange Act relating to the Merger and this
Agreement and use its reasonable best efforts to obtain and furnish the
information required to be included by the Exchange Act and the SEC in the Proxy
Statement (as hereinafter defined) and, after consultation with Parent, to
respond promptly to any comments made by the SEC with respect to the preliminary
proxy or information statement and cause a definitive proxy or information
statement, including any amendment or supplement thereto (the "PROXY
STATEMENT"), to be mailed to its shareholders, provided that no amendment or
supplement to the Proxy Statement will be made by the Company without
consultation with Parent and its counsel;

(c) include in the Proxy Statement the recommendation of the Company's
Board of Directors that shareholders of the Company vote in favor of approval of
the Merger and adoption of this Agreement; and

(d) if proxies are solicited from Company shareholders, use reasonable
best efforts to solicit from its shareholders proxies, and to take all other
action necessary and advisable, to secure the vote of shareholders required by
applicable Law and the Company's Certificate of Incorporation or By-Laws to
obtain the approval for this Agreement and the Merger.

Section 8.4  REASONABLE BEST EFFORTS; NOTIFICATION

(a) Upon the terms and subject to the conditions set forth in this
Agreement, each of the parties agrees to use its reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, and to
assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the Offer and the Merger, and the other transactions
contemplated by this Agreement, including (i) the obtaining of all necessary
actions or nonactions, waivers, consents and approvals from any Governmental
Authority and the making of all necessary registrations and filings (including
filings with any Governmental Authority, if any) and the taking of all
reasonable steps as may be necessary to obtain an approval or waiver from, or to
avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining
of all necessary consents, approvals or waivers from third parties, (iii) the
defending of any Lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or
the consummation of any of the transactions contemplated by this Agreement,
including seeking to have any stay or temporary restraining order entered by any
court or other Governmental Authority vacated or reversed, and (iv) the
execution and delivery of any additional instruments necessary to consummate the
transactions contemplated by, and to fully carry out the purposes of, this
Agreement; provided, however, that no loan agreement or contract for borrowed
money entered into by the Company or any of its Subsidiaries shall be repaid
except as currently required by its terms, in whole or in part, and no contract
shall be amended to increase the amount payable thereunder or otherwise to be
more burdensome to the Company or any of its Subsidiaries in order to obtain any
such consent, approval or authorization without first obtaining the written
approval of Parent (which approval shall not be unreasonably withheld). Nothing
contained in this Section 8.4 shall prohibit the Company and its Subsidiaries
from taking any action permitted by Section 8.5 or from terminating this
Agreement pursuant to Section 10.1.

(b) The Company shall give prompt notice to Parent of (i) any
representation or warranty made by the Company contained in this Agreement
becoming untrue or incorrect, subject to the standard established in Section 5.2
where applicable in any respect that would cause the condition to the

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Offer set forth in paragraph (c)(2) of Annex I hereto to fail to be satisfied;
or (ii) the failure by the Company to comply with or satisfy in any material
respect any covenant, condition or agreement to be complied with or satisfied by
it under this Agreement; provided, that no such notification shall affect the
representations, warranties, covenants or agreements of the Company or the
conditions to the obligations of the parties under this Agreement.

(c) Parent shall give prompt notice to the Company of (i) any
representation or warranty made by Parent or Purchaser contained in this
Agreement becoming untrue or incorrect, subject to the standard established in
Section 5.2 where applicable, in any respect or (ii) the failure by Parent or
Purchaser to comply with or satisfy in any material respect any covenant,
condition or agreement to be complied with or satisfied by it under this
Agreement; provided that no such notification shall affect the
representations, warranties, covenants or agreements of Parent or Purchaser or
the conditions to the obligations of the parties under this Agreement.

Section 8.5 NO SOLICITATION.

(a) The Company shall, and shall cause its Affiliates, officers,
directors, employees, financial advisors, attorneys and other advisors,
representatives and agents to, immediately cease any existing activities,
discussions or negotiations conducted with any parties other than Parent or
Purchaser with respect to any Takeover Proposal (as defined below). The Company
shall not, nor shall it authorize or permit any of its Affiliates to, nor shall
it authorize or permit any officer, director or employee of or any financial
advisor, attorney or other advisor, representative or agent of it or any of its
Affiliates, to (i) directly or indirectly solicit, facilitate, initiate or
encourage the making or submission of, any Takeover Proposal (including, without
limitation, taking any action which would make Article TENTH of the Company's
Certificate of Incorporation not applicable to a Takeover Proposal), (ii) enter
into any agreement, arrangement or understanding with respect to any Takeover
Proposal or enter into any agreement, arrangement or understanding requiring it
to abandon or terminate this Agreement or to fail to consummate the Merger or
any other transaction contemplated by this Agreement, (iii) initiate or
participate in any discussions or negotiations regarding, or furnish or disclose
to any Person (other than a party to this Agreement) any information with
respect to, or take any other action intentionally to facilitate or in
furtherance of any inquiries or the making of any proposal that constitutes, or
could reasonably be expected to lead to, any Takeover Proposal, or (iv) grant
any waiver or release under any standstill or similar agreement with respect to
any class of the Company's equity securities (other than to permit the Company
to receive a Takeover Proposal that did not result from a breach of any other
provision of this Section 8.5(a)); provided that prior to Consummation of the
Offer, in response to a Takeover Proposal that did not result from the breach of
this Section 8.5 and following delivery to Parent of notice of the Takeover
Proposal in compliance with its obligations under Section 8.5(d) hereof, the
Company may (1) in response to any Takeover Proposal, request clarifications
from (but not, except as contemplated by clause (2) below, participate in
discussions or negotiations with) any third party which makes such Takeover
Proposal, if such action is taken solely for the purpose of obtaining
information reasonably necessary for the Company to ascertain whether such
Takeover Proposal is a Superior Proposal, and (2) participate in discussions or
negotiations with or furnish information (pursuant to a confidentiality/
standstill agreement with customary terms as reasonably determined in good faith
by the Company after consultation with outside counsel; provided that each such
agreement is at least as limiting as any such agreement between Parent and the
Company) to any third party which has made a bona fide Takeover Proposal if (A)
the Company's Board of Directors reasonably determines in good faith (after
consultation with its financial advisor) that taking such action would be
reasonably likely to lead to the delivery to the Company of a Superior Proposal
and (B) the Company's Board of Directors determines in good faith (after
consultation with outside legal

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counsel) that it is necessary to take such actions in order to comply with its
fiduciary duties under applicable Law. Without limiting the foregoing, the
Company agrees that any violation of the restrictions set forth in this Section
8.5(a) directly or indirectly by any of its Subsidiaries, officers, Affiliates
or directors or any advisor, representative, consultant or agent retained by the
Company or any of its Subsidiaries or Affiliates in connection with the
transactions contemplated hereby, whether or not such Person is purporting to
act on behalf of the Company or any of its Subsidiaries, shall constitute a
breach of this Section 8.5(a) by the Company. The Company will take all actions
necessary or advisable to inform the appropriate individuals or entities
referred to in the prior sentence of the obligations undertaken in this Section
8.5. For purposes of this Section 8.5, a Person shall be deemed to have
facilitated or encouraged an action or result only if any act or omission by
such Person (i) would reasonably be expected to facilitate or encourage such
action or result or (ii) was intended by such Person to facilitate or encourage
such action or result.

For purposes of this Agreement, "TAKEOVER PROPOSAL" means any
indication of interest in, or proposal or offer for, (i) any direct or indirect
acquisition or purchase of 15% or more of the assets of the Company or any of
its Subsidiaries or 15% or more of any class of equity securities of the Company
or any of its Subsidiaries, (ii) any tender offer or exchange offer that, if
consummated, would result in any Person beneficially owning 15% or more of any
class of equity securities of the Company or any of its Subsidiaries or (iii)
any merger, consolidation, business combination, sale of all or any substantial
portion of the assets, recapitalization, liquidation or a dissolution of, or
similar transaction of the Company or any of its Subsidiaries other than the
Offer or the Merger, which in any such case has been communicated (including as
a result of any press release or other public disclosure) to (1) any of the
individuals signing a Transaction Support Agreement on behalf of a stockholder
party thereto, (2) any of the Persons identified as having Knowledge in Schedule
1.1 or (3) the Company's Board of Directors generally; and "SUPERIOR PROPOSAL"
means a bona fide written Takeover Proposal made by a third party to purchase
all of the outstanding equity securities of the Company pursuant to a tender
offer, exchange offer, merger or other business combination (x) on terms which
the Company's Board of Directors determines in good faith to be superior to the
Company and its shareholders (other than Parent, Purchaser and their respective
Affiliates), in their capacity as shareholders, from a financial point of view
(taking into account, among other things, all legal, financial, regulatory and
other aspects of the proposal and identity of the offeror and the financial
capacity of the offeror to consummate the transaction) as compared to the
transactions contemplated hereby and any alternative proposed by Parent or
Purchaser in accordance with Section 10.1(c) hereof, such determination having
been made only after consultation with the Company's financial advisor, (y) for
which financing is committed or cash is available and (z) which is reasonably
capable of being consummated.

(b) The Company agrees that, except as set forth in Section 8.5(c),
neither the Company's Board of Directors nor any committee thereof shall (i)
withdraw or modify, or propose publicly to withdraw or modify, in a manner
adverse to Parent or Purchaser, the approval or recommendation of the Company's
Board of Directors of the Offer, the Merger or this Agreement, unless the
Company's Board of Directors shall have determined in good faith, after
consultation with its outside counsel that such withdrawal or modification is
necessary in order to satisfy its fiduciary duties to the Company's shareholders
under applicable Law, (ii) approve or recommend, or, in the case of a committee,
propose to the Company's Board of Directors to approve or recommend, any
Takeover Proposal or (iii) approve, recommend or cause it to enter into any
letter of intent, agreement in principle, acquisition agreement or other similar
agreement (each, an "ACQUISITION AGREEMENT") related to any Takeover Proposal.
For purposes of this clause (b), if the Company Board of Directors or any such
committee proposal is publicly disclosed, regardless of the source of, or the
circumstances surrounding, the disclosure, such Company Board of Directors or
committee

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proposal shall be deemed to have been made publicly.

(c) Notwithstanding anything to the contrary herein, prior to
Consummation of the Offer, the Company and/or the Company's Board of Directors
may take the actions otherwise prohibited by Sections 8.5(a) and 8.5(b) if (i) a
third party makes a Takeover Proposal which the Company has determined to be a
Superior Proposal in accordance with Section 8.5(a), (ii) the Company complies
with its obligations under Section 8.5(d), (iii) all of the conditions to the
Company's right to terminate this Agreement in accordance with Section 10.1(c)
hereof shall have been satisfied (including expiration of the five Business Day
period described therein (or such shorter period as may be provided therein) and
payment of all amounts due and payable pursuant to Section 10.3 and (iv)
simultaneously therewith, this Agreement is terminated in accordance with
Section 10.1(c)(i) hereof.

(d) The Company agrees that in addition to the obligations of the
Company set forth in paragraphs (a), (b) and (c) of this Section 8.5, promptly
after (but in no event more than two calendar days after) receipt thereof, the
Company shall advise Parent in writing of (i) any Takeover Proposal or amended
Takeover Proposal or (ii) any Superior Proposal, as well as in either such case
the material terms and conditions of such Takeover Proposal or Superior Proposal
together with copies of any written materials received by the Company in
connection with any of the foregoing and the identity of the Person making any
such Takeover Proposal or Superior Proposal. In connection with the foregoing,
the Company agrees that it shall simultaneously provide to Parent any non-public
information concerning the Company provided to any other Person in connection
with any such Takeover Proposal or Superior Proposal which was not previously
provided to Parent.

(e) Parent and Purchaser agree that nothing contained in this Section
8.5 shall prohibit the Company from taking and disclosing to its shareholders a
position contemplated by Rule 14D-9 and Rule 14e-2 promulgated under the
Exchange Act with respect to any tender offer or from making any
required disclosure to the Company's shareholders if, in the reasonable good
faith judgment of the Company's Board of Directors, after consultation with
outside counsel, failure so to disclose would be inconsistent with its
disclosure obligations under applicable Law.

Section 8.6 ANTITRUST LAWS.

(a) Each party hereto shall (i) take promptly (but in no event later
than fifteen Business Days following the date of this Agreement as to initial
filings) all actions necessary to make the filings required of it or any of its
Affiliates under any applicable Antitrust Laws in connection with this Agreement
and the transactions contemplated hereby, (ii) comply at the earliest
practicable date with any formal or informal request for additional information
or documentary material received by it or any of its Affiliates from any
Antitrust Authority and (iii) cooperate with one another in connection with any
filing under applicable Antitrust Laws and in connection with resolving any
investigation or other inquiry concerning the transactions contemplated by this
Agreement initiated by any Antitrust Authority.

(b) Each party hereto shall use its reasonable best efforts to resolve
such objections, if any, as may be asserted with respect to the transactions
contemplated by this Agreement under any Antitrust Law; provided, however, that
the Company shall not, without the prior written consent of Parent, commit to
any divestiture transaction and Parent shall not be required to divest or hold
separate or otherwise take or commence to take any action that, in the
reasonable discretion of Parent, materially limits its ability to conduct the
business or its ability to retain the Company or any material portion of the
assets of the Company.

(c) Each party hereto shall promptly inform the other parties of any
material communication made to, or received by such party from, any Antitrust
Authority or any other Governmental Authority regarding any of the

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transactions contemplated hereby.

(d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means
the Federal Trade Commission, the Antitrust Division of the Department of
Justice, the attorneys general of the several states of the United States
and any other Governmental Authority having jurisdiction with respect to the
transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii)
"ANTITRUST LAW" means the Sherman Act, as amended, the Clayton Act, as amended,
the HSR Act, the Federal Trade Commission Act, as amended, and all other Puerto
Rico, federal, state and foreign statutes, rules, regulations, orders, decrees,
administrative and judicial doctrines, and other Laws that are designed or
intended to prohibit, restrict or regulate actions having the purpose or effect
of monopolization or restraint of trade.

Section 8.7  INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.

(a) Parent, Purchaser and the Surviving Corporation agree that all
rights to indemnification existing in favor of the present or former directors,
officers, employees, fiduciaries and agents of the Company or any of its
Subsidiaries (collectively, the "INDEMNIFIED PARTIES") for acts or omissions of
such Persons occurring at or prior to the Effective Time, as provided in the
Company's Certificate of Incorporation or By-Laws or the certificate or articles
of incorporation, by-laws or similar organizational documents of any of its
Subsidiaries or the terms of any individual indemnity agreement or other
arrangement with any director or executive officer, which agreement or
arrangement is listed in Section 8.7 of the Company Disclosure Schedule, in each
case as in effect as of the date of this Agreement, shall survive the Merger and
shall continue in full force and effect for six years after the Effective Time
(without modification or amendment, except as required by applicable Law) in
accordance with their terms, to the fullest extent permitted by Law, and shall
be enforceable by the Indemnified Parties against the Surviving Corporation, and
the Surviving Corporation shall also advance fees and expenses (including
reasonable attorney's fees) as incurred to the fullest extent permitted under
applicable Law upon receipt of any undertaking required by applicable Law.
Notwithstanding the foregoing, Parent and the Surviving Corporation shall not be
required to indemnify any Indemnified Party to the extent that the indemnifiable
amount is paid by an insurer pursuant to Section 8.7(b). If within six years
from the Effective Time, the Surviving Corporation is merged with and into
Parent or another Person, the certificate of incorporation and bylaws (or
equivalent organizational documents) of Parent or such other Person shall, for
at least the six-year period following the Effective Time, provide rights to
indemnification for the Indemnified Persons at least equivalent to those in the
certificate of incorporation and bylaws of the Surviving Corporation. Subject to
the foregoing, nothing is this Section 8.7 shall prevent a merger,
consolidation, or business combination of the Surviving Corporation with another
entity.

(b) Purchaser shall cause to be maintained in effect for not less than
six years from the Effective Time the current policies of the directors' and
officers' liability insurance maintained by the Company (provided that Purchaser
may substitute therefor policies of at least equivalent coverage containing
terms and conditions which are no less advantageous) with respect to matters
occurring prior to the Effective Time. Notwithstanding the foregoing sentence or
Section 8.2 to the contrary, the Company shall have the right to procure, prior
to the Effective Time, a policy for directors' and officers' liability insurance
with respect to matters occurring prior to the Effective Time, having a term
lasting no less than six years following the Effective Time and providing U.S.
$15,000,000 (or such lesser amount as may be obtained pursuant to the proviso at
the end of this sentence) in coverage, and containing terms and conditions which
are no less advantageous than the Company's current policies with respect to
such insurance, provided that the aggregate premium payable therefor shall not
exceed U.S. $350,000. The provisions of this Section 8.7 shall survive the
consummation of the Merger and expressly are intended to benefit each of the
Indemnified Parties.

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Notwithstanding any other provision of this Agreement to the contrary, the
provisions of this Section 8.7(b) may not be amended, waived or altered in any
respect without the prior written unanimous approval of the Company's Board of
Directors.

(c) Nothing in this Agreement is intended to, shall be construed to, or
shall release, waive or impair any rights to directors' and officers' insurance
claims under any policy that is or has been in existence with respect to the
Company or any of its Subsidiaries or any of their respective officers,
directors or employees, it being understood and agreed that the indemnification
provided for in this Section 8.7 is not prior to or in substitution for any such
claims under such policies.

Section 8.8 PUBLIC ANNOUNCEMENTS. The Joint Press Release
referenced in Section 2.1(b) with respect to the execution of this Agreement
shall be reasonably acceptable to Parent and the Company. Thereafter, Parent and
the Company shall consult with each other before issuing any press release or
otherwise making any public statements with respect to the transactions
contemplated by this Agreement and shall not issue any such press release or
make any such public statement prior to such consultation and review by the
other party of such release or statement, except as may be required by Law,
court process or by obligations pursuant to any listing agreement with a
national securities exchange, or as may be permitted pursuant to Section 8.5.

Section 8.9  EMPLOYEE BENEFITS PLANS.

(a) From and after the Measurement Date, the Company and the Surviving
Corporation, as the case may be, shall honor in accordance with their respective
terms (as in effect on the date of this Agreement), all the Company's
employment, severance and termination agreements, plans and policies existing
prior to the execution of this Agreement which are between the Company or any of
its Subsidiaries and any director, officer, employee or consultant thereof and
which have been disclosed in Section 8.9 of the Company Disclosure Schedule.
Parent acknowledges and agrees that Consummation of the Offer would constitute a
"Change in Control" (or the similar relevant defined term) for all purposes
pursuant to those agreements and arrangements indicated on Section 8.9 of the
Company Disclosure Schedule.

(b) From and after the Measurement Date, the Company and the
Surviving Corporation, as the case may be, shall provide severance pay to any
employee of the Company or any Subsidiary of the Company in such amount as
may be required by Act no. 80, approved May 30, 1976, 29 L.P.R.A.ss.185a et.
seq.

(c) For a period of six months from and after the Measurement Date,
Parent shall, unless the employees of the Company and its Subsidiaries at the
Measurement Date (the "COMPANY EMPLOYEES") shall otherwise agree or different
terms are negotiated with the relevant union representing such employees, cause
the Surviving Corporation to provide to the Company Employees employee benefits
that are, in the aggregate, no less favorable than those provided
immediately prior to the Measurement Date to Company Employees; provided,
however, that nothing contained in this Section 8.9 shall require Parent or
Purchaser to continue or replace, or cause to be continued or replaced, any
Company Benefit Plan or Parent Benefit Plan after the Measurement Date.

(d) Subject to compliance with Section 8.9(a), nothing contained in
this Section 8.9 or elsewhere in this Agreement shall be construed to prevent
the termination of employment of any Company Employee or any change in the
compensation or employee benefits available to any Company Employee or the
amendment or termination of any particular Company Benefit Plan to the extent
permitted by its terms as in effect immediately prior to the Measurement Date.

(e) For all purposes under any employee benefit plans of Parent and

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its Subsidiaries providing benefits to any Company Employee after the Effective
Time, (all such employee benefit plans are hereinafter referred to as the "New
Plans"), each such Company Employee shall be credited with his or her years of
service with the Company and its Subsidiaries before the Effective Time, to the
same extent as such employee was entitled, before the Effective Time, to credit
for such service under any similar Company Benefit Plans for purposes of (i)
eligibility to participate and (ii) vesting, but in no event shall such service
be taken into account in determining the accrual of benefits under any New Plan,
including, but not limited to, a defined benefit plan. In addition, and without
limiting the generality of the foregoing, (x) each Company Employee shall be
immediately eligible to participate, without any waiting time, in any and all
New Plans to the extent coverage under such New Plan replaces coverage under a
Company Benefit Plan in which such employee participated immediately before the
Effective Time and (y) for purposes of each New Plan providing medical, dental,
pharmaceutical or vision benefits to any Company Employee, Parent shall cause
all pre-existing condition exclusions of such New Plan to be waived for such
employee and his or her covered dependents (other than limitations or waiting
periods that are already in effect with respect to such employees and dependents
and that have not been satisfied as of the Effective Time), and Parent shall
cause any eligible expenses incurred by such employee and his or her covered
dependents during the portion of the plan year of the Company Benefit Plan
ending on the date such employee's participation in the corresponding New Plan
begins, to be taken into account under such New Plan for purposes of satisfying
all deductible, coinsurance and maximum out-of-pocket requirements applicable to
such employee and his or her covered dependents for the applicable plan year as
if such amounts had been paid in accordance with such New Plan.

Section 8.10 AVAILABILITY OF SUFFICIENT FUNDS. Until the Closing
Date, Parent and Purchaser shall make available Sufficient Funds at the times
required under this Agreement.

ARTICLE IX

CONDITIONS TO THE MERGER

Section 9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligations
of the Company, Parent and Purchaser to consummate the Merger are subject to the
satisfaction of the following conditions:

(a) This Agreement shall have been approved and adopted by the
requisite vote of the shareholders of the Company, if required by applicable
Law, in order to consummate the Merger;

(b) No provision of any applicable Law or regulation and no judgment,
injunction, order or decree of any Governmental Authority of competent
jurisdiction shall prohibit the consummation of the Merger; and

(c) Purchaser, Parent or any Affiliate of Parent shall have purchased
shares of Company Common Stock pursuant to the Offer; provided, however, that
neither Parent nor Purchaser shall be entitled to rely on the condition in this
Section 9.1(c) if either of them shall have failed to purchase shares of Company
Common Stock pursuant to the Offer in breach of their obligations under this
Agreement.

ARTICLE X

TERMINATION AND ABANDONMENT

Section 10.1 TERMINATION. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, whether before
or after the Company Shareholder Approval:

(a) by mutual written consent of Parent and the Company; provided,

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that any such consent by the Company on or after the Measurement Date shall have
been duly authorized by unanimous vote of the Company's Board of Directors,
including all Independent Directors; or

(b) by Parent:

(i)   if at any time prior to Consummation of the Offer, the
Company has breached any representation or warranty, or prior to the
Effective Time has breached any covenant or other agreement contained in
this Agreement, which (A) would give rise to the failure of a condition set
forth in clause (c) of Annex I, (B) cannot be or has not been cured within
the applicable Cure Period therefor or by the Termination Date, whichever
is earlier, and (C) has not been waived by Parent pursuant to the
provisions hereof (provided that Parent may not terminate this Agreement
pursuant to this clause (i) if either Parent or Purchaser is then in
material breach of any representation, warranty, covenant or other
agreement contained in this Agreement);

(ii)  if at any time prior to Consummation of the Offer, (A) the
Company, or the Company's Board of Directors, as the case may be, shall
have (w) after the date hereof, entered into any agreement, other than a
confidentiality/standstill agreement permitted under Section 8.5, with
respect to any Takeover Proposal other than the Offer or the Merger, (x)
amended, conditioned, qualified, withdrawn, modified or contradicted or
resolved to do any of the foregoing, in a manner adverse to Parent or
Purchaser, its approval and recommendation of the Offer, the Merger and
this Agreement (regardless of whether such action was permitted under this
Agreement), (y) approved or recommended any Takeover Proposal other than
the Offer or the Merger or (z) failed to reject any Takeover Proposal or
amended Takeover Proposal within the applicable Rejection Period therefor
(except that Parent may not terminate this Agreement pursuant to this
clause (z) prior to the Initial Expiration Date), or (B) the Company or the
Company's Board of Directors shall have resolved to do any of the
foregoing; or

(iii) if the Company breaches in any material respect its
obligations under Section 8.5 hereof; or

(c) by the Company:

(i)   if at any time prior to Consummation of the Offer (A) a
Superior Proposal is received by the Company and (B) the Company's Board of
Directors reasonably determines in good faith (after consultation with
outside counsel) that it is necessary to terminate this Agreement and enter
into an agreement to effect the Superior Proposal in order to comply with
its fiduciary duties to the Company's shareholders under applicable Law;
provided that the Company may not terminate this Agreement pursuant to this
Section 10.1(c)(i) unless and until (x) five Business Days have elapsed
following delivery to Parent of a written notice of such determination by
the Company's Board of Directors and during such five Business Day period
the Company has fully cooperated with Parent, including, without
limitation, informing Parent of the terms and conditions of such Superior
Proposal, with the intent of enabling both parties to agree to a
modification of the terms and conditions of this Agreement so that the
transactions contemplated hereby may be effected; (y) at the end of such
five Business Day period the Takeover Proposal continues to constitute a
Superior Proposal and the Company's Board of Directors confirms its
determination (after consultation with outside counsel) that it is
necessary to terminate this Agreement and enter into an agreement to effect
the Superior Proposal to comply with its fiduciary duties under applicable
Law; and (z) (1) at or prior to such termination, Parent has received the
Termination Fee set forth in Section 10.3 hereof by wire transfer in
immediately available funds and (2) immediately following such termination
the Company enters into a definitive acquisition, merger or

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similar agreement to effect the Superior Proposal; provided, however, that,
if the written notice contemplated in clause (x) above is given to Parent
less than five Business Days, but more than two Business Days, prior to the
then-scheduled expiration of the Offer, then the Company will be permitted
to terminate this Agreement under this Section 10.1(c)(i) no earlier than
24 hours before such scheduled expiration if the Company has complied with
all of the requirements of this Section 10.1(c)(i) (with the five Business
Day period set forth in clauses (x) and (y) above being deemed to end when
such 24-hour period begins for purposes of determining such compliance)
unless, prior to the beginning of such 24-hour period, Purchaser shall have
extended the Offer to a date that is at least five Business Days after the
delivery of such notice to Parent, in which case the Company's right to
terminate this Agreement pursuant to this Section 10.1(c)(i) shall be
determined without regard to this proviso; provided, further, that it is
understood and agreed that if the written notice contemplated in clause (x)
above is given to Parent less than two Business Days prior to the
then-scheduled expiration of the Offer, the Company's right to terminate
this Agreement pursuant to this Section 10.1(c)(i) shall be subject to
compliance with all of the requirements of this Section 10.1(c)(i),
including the five Business Day period set forth in clauses (x) and (y)
hereof without regard to the immediately preceding proviso; or

(ii)  if Parent or Purchaser shall have (x) failed to commence
the Offer as provided in Section 2.1, provided the Company is not in
material breach of its obligations under this Agreement ,(y) failed to pay
for shares of Company Common Stock pursuant to the Offer in accordance with
Section 2.1 hereof or (z) breached in any material respect any of their
respective representations, warranties, covenants or other agreements
contained in this Agreement, which breach cannot be or has not been cured
within 30 days after receipt of written notice thereof by Parent or by the
Termination Date, whichever is earlier; or

(iii) if Parent or Purchaser breach their obligations to make
available Sufficient Funds at the times required under this Agreement; or

(d) by either Parent or the Company:

(i)   if the Offer has not been consummated on or before the
Termination Date; provided that the right to terminate this Agreement
pursuant to this clause shall not be available to any party whose
failure to fulfill any material obligation of this Agreement or other
material breach of this Agreement has been the cause of, or resulted in,
the failure of the Offer to have been consummated on or prior to the
aforesaid date; or

(ii)  if, as a result of the failure of any of the conditions set
forth in Annex I to this Agreement, the Offer shall have terminated or
expired in accordance with its terms without Purchaser having purchased any
shares of Company Common Stock pursuant to the Offer; provided that the
right to terminate this Agreement pursuant to this clause shall not be
available to any party whose failure to fulfill any material obligation
under this Agreement or other material breach of this Agreement has
resulted in the failure of such condition; or

(iii) if any court of competent jurisdiction or any Governmental
Authority shall have issued an order, decree or ruling or taken any other
action permanently restricting, enjoining, restraining or otherwise
prohibiting Consummation of the Offer or consummation of the Merger and
such order, decree, ruling or other action shall have become final and
nonappealable.

Section 10.2 EFFECT OF TERMINATION. In the event of termination
of this Agreement by Parent or the Company, as provided in Section 10.1, this
Agreement shall forthwith become void and there shall be no liability

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hereunder on the part of the Company, Parent or Purchaser or their respective
officers or directors (except as set forth in the Confidentiality Agreement,
this Section 10.2 and Sections 10.3, 11.3, 11.4, 11.5, 11.8, 11.9, 11.10, 11.12,
11.13, 11.14 and 11.16 which shall survive the termination); provided, however,
that nothing contained in this Section 10.2 shall relieve any party hereto from
any liability for any breach of this Agreement. In addition, in the event of
termination of this Agreement in accordance with its terms (including payment of
any applicable Termination Fee due and payable pursuant to Section 10.3),
Purchaser shall, and Parent shall cause Purchaser to, promptly terminate the
Offer without accepting any shares of Company Common Stock for payment.

Section 10.3 PAYMENT OF CERTAIN FEES

(a) If this Agreement is terminated by Parent in accordance with
Section 10.1(b)(ii) or 10.1(b)(iii) by the Company pursuant to Section
10.1(c)(i), then the Company shall pay to Parent a termination fee in an amount
equal to U.S. $5,400,000 (the "TERMINATION FEE").

(b) If (i) this Agreement is terminated by (A) Parent pursuant to
Section 10.1(b)(i), (B) Parent or the Company pursuant to Section 10.1(d)(i), or
(C) Parent or the Company pursuant to Section 10.1(d)(ii), and (ii) the Minimum
Condition or any of the conditions listed in Section (c) of Annex I to this
Agreement shall fail to have been satisfied as of the date of such termination,
and (iii) it has become publicly known that a Takeover Proposal or amended
Takeover Proposal has been made after the date of this Agreement and prior to
the effective date of such termination and (iv) concurrently with or within 12
months of the date of such termination to a Third Party Acquisition Event
occurs, then the Company shall within one Business Day of the occurrence of such
Third Party Acquisition Event, if any, pay to Parent the Termination Fee.

"THIRD PARTY ACQUISITION EVENT" shall mean (i) the consummation of a
Takeover Proposal involving the purchase of a majority of either the equity
securities of the Company or of the consolidated assets of the Company and its
Subsidiaries, taken as a whole, or any such transaction that, if it had been
proposed prior to the termination of this Agreement would have constituted a
Takeover Proposal or (ii) the entering into by the Company or any of its
Subsidiaries of a definitive agreement with respect to any such transaction.

(c) Any payment of the Termination Fee pursuant to this Section 10.3
shall be made by wire transfer of immediately available funds. If the Company
fails to pay to Parent the Termination Fee when due hereunder, the Company shall
pay the reasonable costs and expenses (including legal fees and expenses)
incurred by Parent in connection with any action, including the filing of any
lawsuit or other legal action, taken to collect payment, together with interest
on the amount of any unpaid fee and/or expense at the publicly announced prime
rate for leading money center banks as published in The Wall Street Journal from
the date such fee and/or expense was required to be paid to the date it is paid.

ARTICLE XI

MISCELLANEOUS

Section 11.1 REPRESENTATIONS AND WARRANTIES. The respective
representations and warranties of the Company, on the one hand, and Parent and
Purchaser, on the other han-d, contained herein or in any certificates or other
documents delivered prior to or at the Closing shall not be deemed waived or
otherwise affected by any investigation made by any party. Each and every such
representation and warranty shall expire with, and be terminated and
extinguished by, the Closing and thereafter none of the Company, Parent or
Purchaser shall be under any liability whatsoever with respect to any such
representation or warranty. This Section 11.1 shall have no effect upon any
other obligation of the parties hereto, whether to be performed before or

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after the Effective Time.

Section 11.2 EXTENSION; WAIVER. At any time prior to the Effective
Time, the parties hereto, by action taken by or on behalf of the respective
Boards of Directors of the Company (or, if required by Section 2.3, the
Independent Directors), Parent or Purchaser, may (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties contained
herein by any other applicable party or in any document, certificate or writing
delivered pursuant hereto by any other applicable party or (iii) subject to the
proviso of Section 11.6, waive compliance with any of the agreements or
conditions contained herein by the other parties hereto. Any agreement on the
part of any party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party.

Section 11.3 NOTICES. All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in
person or mailed, certified or registered mail with postage prepaid, or sent by
telex, telegram or telecopier, as follows:

(a) if to the Company, to it at:

Puerto Rican Cement Company, Inc.
P.O. Box 364487
San Juan, Puerto Rico  00936-4487
Telecopy:  787-781-8850
Attention:  President

with a copy (which shall not constitute notice) to:

LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York  10019-5389
Telecopy:  212-424-8500
Attention: Joseph L. Seiler III

(b) if to either Parent or Purchaser, to it at:

c/o CEMEX, Inc.
590 Madison Avenue 41st Floor
New York, NY  10022
Telecopy: (212) 317-6047
Attention: Jill Simeone

and

CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, NL, Mexico  64000
Telecopy: 011-52818-328-3082
Attention: Ramiro Villarreal

in each case, with a copy (which shall not constitute
notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY  10036-6522
Telecopy: (212) 735-2000
Attention: Randall H. Doud

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and

Rivera, Tulla & Ferrer
50 Quisqueya Street
San Juan, Puerto Rico  00917
Telecopy: (787) 767-5784
Attention: Eric Tulla

or to such other Person or address as any party shall specify by notice in
writing to each of the other parties. All such notices, requests, demands,
waivers and communications shall be deemed to have been received on the date of
delivery unless if mailed, in which case on the third Business Day after the
mailing thereof except for a notice of a change of address, which shall be
effective only upon receipt thereof.

Section 11.4 ENTIRE AGREEMENT. The Confidentiality Agreement
(subject to Section 11.16) and this Agreement and the schedules and other
documents referred to herein or delivered pursuant hereto, collectively contain
the entire understanding of the parties hereto with respect to the subject
matter contained herein and supersede all prior agreements and understandings,
oral and written, with respect thereto.

Section 11.5 BINDING EFFECT; BENEFIT; ASSIGNMENT. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and, with
respect to the provisions of Section 8.7 hereof, shall inure to the benefit of
the Persons or entities benefiting from the provisions thereof who are intended
to be third-party beneficiaries thereof and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties, except that Purchaser may assign
and transfer its rights and obligations hereunder to any of its Affiliates,
provided that such assignment shall not release Parent from its obligations
hereunder. Except as provided in the immediately preceding sentence, nothing in
this Agreement, expressed or implied, is intended to confer on any Person other
than the parties hereto or their respective successors and permitted assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.

Section 11.6 AMENDMENT AND MODIFICATION. Subject to applicable Law,
this Agreement may be amended, modified and supplemented in writing by the
parties hereto in all respects before the Effective Time (whether before or
after the Company Shareholder Approval), by action taken by the respective
Boards of Directors of Parent, Purchaser and the Company (or, if required by
Section 2.3, the Independent Directors) or by the respective officers authorized
by such Boards of Directors or the Independent Directors, as the case may be;
provided, however, that after the Company Shareholder Approval, no amendment
shall be made which by Law requires further approval by the shareholders of the
Company without such further approval.

Section 11.7 FURTHER ACTIONS. Each of the parties hereto agrees
that, except as otherwise provided in this Agreement and subject to its legal
obligations and fiduciary duties, it will use its reasonable best efforts to
fulfill all conditions precedent specified herein, to the extent that such
conditions are within its control, and to do all things reasonably necessary to
consummate the transactions contemplated hereby.

Section 11.8 INTERPRETATION. When a reference is made in this
Agreement to Sections, Exhibits or Schedules, such reference shall be to a
Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.
The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". The phrases "the date of this Agreement",

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"the date hereof" and terms of similar import, unless the context otherwise
requires, shall be deemed to refer to June 11, 2002.

Section 11.9 ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms. It is accordingly agreed that
the parties shall be entitled to specific performance of the terms hereof, this
being in addition to any other remedy to which they are entitled at Law or in
equity. Each of the parties hereto (a) irrevocably and unconditionally consents
to submit to the jurisdiction of any court located in County of New York, State
of New York (a "STATE COURT") or in the United States District Court for the
Southern District of New York (the "FEDERAL COURT") for the purpose of any
action arising out of or based upon this Agreement or any of the transactions
contemplated by this Agreement brought by any party hereto and for the
recognition and enforcement of any judgment rendered in respect thereof, (b)
waives, and agrees not to assert by way of motion, as a defense, or otherwise,
in any such action, any claim that it is not subject to the personal
jurisdiction of the above-named courts, that its assets or property is exempt or
immune from attachment or execution, that the action is brought in an
inconvenient forum, that the venue of the action is improper, or that this
Agreement or the transactions contemplated by this Agreement may not be enforced
in or by any of the above-named courts and (c) agrees that it will not bring any
action relating to this Agreement in any court other than a State Court or the
Federal Court. Each of Parent, Purchaser and the Company irrevocably appoints
LeBoeuf, Lamb, Greene & MacRae, L.L.P., as its agent for the sole purpose of
receiving service of process or other legal summons in connection with any
proceedings in the State of New York. If the appointment of the person mentioned
in this Section 11.9 ceases to be effective, Parent, Purchaser and the Company
each agrees that it will promptly appoint a further person in the State of New
York to accept service of process on its behalf in the State of New York and so
notify the other parties to this Agreement. Nothing contained in this Section
11.9 shall affect the right to serve process in any other manner permitted by
Law.

Section 11.10 FEES AND EXPENSES. Except as otherwise set forth in
Section 10.3, all fees and expenses incurred in connection with this Agreement
and the consummation of the transactions contemplated hereby shall be paid by
the party incurring such expenses (including any HSR Act filing fees, which
shall be for the account of Parent and Purchaser), whether or not Consummation
of the Offer occurs.

Section 11.11 COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original, and all
of which together shall be deemed to be one and the same instrument.

Section 11.12 APPLICABLE LAW. This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance with
the Laws of the State of New York (without regard to the conflict of Laws rules
thereof), except to the extent that the PRGCL is mandatorily applicable to the
Merger.

Section 11.13 SEVERABILITY. If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void, unenforceable or against
its regulatory policy, the remainder of the terms, provisions, covenants and
restrictions contained in this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.

Section 11.14 WAIVER OF JURY TRIAL. Each of the parties to this
Agreement hereby irrevocably waives all right to a trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement or the
transactions contemplated hereby.

Section 11.15 TIME. Time is of the essence with respect to this

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Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Section 11.16 EFFECT ON CONFIDENTIALITY AGREEMENT. The Company
agrees that the execution and delivery of this Agreement constitutes the consent
of the Company's Board of Directors to the taking by Parent and Purchaser of the
actions otherwise prohibited by the standstill provisions set forth in the sixth
paragraph, and the non-solicitation provisions set forth in the seventh
paragraph, of the Confidentiality Agreement, whether through the transactions
contemplated by this Agreement, the Transaction Support Agreements or otherwise.
The Company and Parent agree that notwithstanding anything in Section 10.2 or in
the Confidentiality Agreement to the contrary, the standstill provisions set
forth in the sixth paragraph of the Confidentiality Agreement shall not survive
and shall forthwith become void in the event that the Options (as defined in the
Transaction Support Agreements) become exercisable pursuant to the terms of the
Transaction Support Agreements.

[SIGNATURE PAGE FOLLOWS]

53 of 56

IN WITNESS WHEREOF, each of Parent, Purchaser and the Company has
caused this Agreement to be executed by its officers thereunto duly authorized,
all as of the date first above written.

CEMEX, S.A. de C.V.

By:  /s/ HECTOR MEDINA
-----------------------------
Name:  Hector Medina
Title: Executive Vice President

TRICEM ACQUISITION, CORP.

By: /s/ PHILIPPE GASTONE
-----------------------------
Name:  Philippe Gastone
Title: Vice President

PUERTO RICAN CEMENT COMPANY, INC.

By: /s/ MIGUEL A. NAZARIO
-----------------------------
Name:  Miguel A. Nazario
Title: Chairman & CEO

54 of 56

ANNEX I

CERTAIN CONDITIONS OF THE OFFER

The capitalized terms used in this Annex I which are not defined
herein shall have the meanings set forth in the Agreement to which this Annex I
is attached, except that the term the "Merger Agreement" shall be deemed to
refer to the Agreement to which this Annex I is attached.

Notwithstanding any other provision of the Offer, Purchaser shall
not be required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-l(c) promulgated under the Exchange
Act (relating to Purchaser's obligations to pay for or return tendered shares of
Company Common Stock promptly after termination or withdrawal of the Offer), pay
for any shares of Company Common Stock tendered pursuant to the Offer, and may
terminate or amend the Offer in accordance with the Merger Agreement, if:

(a) immediately prior to any scheduled or extended expiration
date of the Offer:

(i) the Minimum Condition shall not have been satisfied;

(ii) the applicable waiting period under the HSR Act shall not
have expired or been terminated;

(iii) any necessary consent from lenders under the Banco Popular
Loan Agreements to waive any "change of control" defaults that may occur
thereunder by reason of consummation of the Offer or the Merger shall not
have been obtained; or

(iv) if the consent of the Nuclear Regulatory Commission
identified in Section 6.4 of the Company Disclosure Schedules shall not
have been obtained;

(b) immediately prior to any scheduled or extended expiration date
of the Offer, any of the following conditions exists:

(i) there shall have been any action threatened or taken, or any
statute, rule, regulation, judgment, order or injunction promulgated,
entered, enforced, enacted, issued or deemed applicable to the Offer or the
Merger by any domestic or foreign federal or state governmental regulatory
or administrative agency or authority or court or legislative body or
commission which directly or indirectly (1) prohibits, or imposes any
material limitations, other than limitations generally affecting the
industries in which the Company and Parent and their respective
Subsidiaries conduct their business, on, Parent's or Purchaser's ownership
or operation (or that of any of their respective Subsidiaries) of all or a
material portion of the Company's and its Subsidiaries' businesses or
assets as a whole, or compels Parent or Purchaser or their respective
Subsidiaries to dispose of or hold separate any material portion of the
business or assets of the Company or Parent in each case taken as a whole,
(2) prohibits, or makes illegal, Consummation of the Offer or consummation
of the Merger or the other transactions contemplated by the Merger
Agreement, (3) results in the material delay in the ability of Purchaser,
or renders Purchaser unable, to accept for payment, pay for or purchase a
material amount of the shares of Company Common Stock, or (4) imposes
material limitations on the ability of Purchaser or Parent effectively to
exercise full rights of ownership of the shares of the Company Common Stock
including, without limitation, the right to vote the shares of the Company
Common Stock purchased by it on all matters properly presented to the
Company's shareholders;

(ii) there shall have occurred (1) any general suspension of
trading in, or limitation on prices for, securities in the New York Stock
Exchange (excluding any coordinated trading halt triggered solely as a
result of a specified decrease in a market index and excluding any
suspension or limitation resulting from physical damage or interference
with any exchange not related to market conditions), (2) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States (whether or not mandatory);

(iii) other than as explicitly disclosed in the Company
Disclosure Schedule or the Company SEC Reports filed prior to the date of
the Merger Agreement, any change shall have occurred (or any

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development shall have occurred) after December 31, 2001, in the business,
assets, liabilities, financial condition or results of operations of the
Company or any of its Subsidiaries that has had or would reasonably be
expected to have, individually or in the aggregate, a Company Material
Adverse Effect; or

(iv)  the Company's Board of Directors shall have withdrawn, or
modified or changed in a manner adverse to Parent or Purchaser (including
by amendment of the Schedule 14D-9), its recommendation of the Offer, the
Merger Agreement, or the Merger, or recommended another proposal or offer
regarding a Takeover Proposal, or shall have resolved to do any of the
foregoing; or

(v)   the Merger Agreement shall have been terminated in
accordance with its terms; or

(c) immediately prior to any scheduled or extended expiration date
of the Offer, (1) the Company shall have breached or failed to perform in any
material respect any of its obligations under the Merger Agreement required to
have been performed at or prior to such time, or (2) (i) subject to Section 5.2
of the Merger Agreement, the representations and warranties of the Company set
forth in the Merger Agreement (other than the representations and warranties set
forth in Sections 6.1(a), 6.1(c), 6.1(d), 6.2, 6.3, 6.5, 6.6, 6.7, 6.15, 6.17,
6.18, 6.19 and 6.25) shall fail to be true and correct as of the date of the
Merger Agreement and as of any scheduled or extended expiration date of the
Offer as though made on such date (or, in each case, if made as of a specified
date, as of such date) and (ii) the representations and warranties of the
Company set forth in Sections 6.1(a), 6.1(c), 6.1(d), 6.2, 6.3, 6.5, 6.6, 6.7,
6.15, 6.17, 6.18, 6.19 and 6.25 of the Merger Agreement shall fail to be true
and correct in all material respects as of the date of the Merger Agreement and
as of any scheduled or extended expiration date of the Offer as though made on
such date (or, in each case, if made as of a specified date, as of such date),
or the Company shall have failed to deliver to Parent and Purchaser a
certificate executed by an appropriate officer of the Company reasonably
acceptable to Parent as to the satisfaction of the condition set forth in this
paragraph (c) immediately prior to the scheduled or any extended time of
expiration of the Offer; or

(d) the Company shall have failed to deliver to Parent and Purchaser
resignations of a sufficient number of the incumbent directors on the Company's
Board of Directors effective as of the Consummation of the Offer, and/or duly
adopted resolutions of the Company's Board of Directors, such that the Company
has satisfied its obligations pursuant to Section 2.3 of the Merger Agreement
that are required to be satisfied prior to Consummation of the Offer;

which in the reasonable good faith judgment of the Parent or
Purchaser but subject to the provisions of the Merger Agreement, in any such
case, and regardless of the circumstances (including any action or inaction by
Parent or Purchaser) giving rise to such conditions make it inadvisable to
proceed with the Offer and/or with such acceptance for payment of or payment for
shares of Company Common Stock.

Subject to the provisions of the Merger Agreement, the foregoing
conditions are for the sole benefit of Parent and Purchaser and may be asserted
by Purchaser or, subject to the terms of the Merger Agreement may be waived by
Parent or Purchaser, in whole or in part at any time and from time to time in
the reasonable discretion of Parent or Purchaser at any time prior to the
scheduled or extended expiration date of the Offer. The failure by Parent or
Purchaser at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time prior to the
scheduled or extended expiration date of the Offer.

page 56 of 56

EXHIBIT (d)(2)

[EXECUTION VERSION]

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement, dated as of June 11, 2002
(this "Agreement"), is made by and among Cemex, S.A. de C.V., a Mexico
corporation ("Parent"), Tricem Acquisition, Corp., a Puerto Rico corporation
("Purchaser"), and the stockholder of Puerto Rican Cement Company, Inc., a
Puerto Rico corporation (the "Company"), identified on the signature page hereto
(the "Stockholder").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Parent, Purchaser and the Company are entering into an Agreement
and Plan of Merger, dated as of the date hereof (as it may be amended from time
to time, the "Merger Agreement"; capitalized terms used and not otherwise
defined in this Agreement have the meanings ascribed to such terms in the Merger
Agreement), pursuant to which (i) Purchaser shall commence a cash tender offer
(as such tender offer may hereafter be amended from time to time in accordance
with the Merger Agreement, the "Offer") to acquire each issued and outstanding
share of common stock, par value $1.00 per share, of the Company ("Common
Stock") in exchange for a net amount of $35.00 in cash (the "Offer Price") in
accordance with and subject to the terms and conditions of the Merger Agreement
and the Offer; and (ii) following consummation of the Offer, the Company shall
merge with Purchaser (the "Merger");

WHEREAS, the Stockholder is the record or beneficial owner of the number of
shares of Common Stock set forth on Schedule A hereto (all such shares of Common
Stock and any shares of Common Stock hereafter acquired by the Stockholder, the
"Shares");

WHEREAS, as a condition to entering into the Merger Agreement and incurring
the obligations set forth therein, including the Offer, Parent and Purchaser
have required that the Stockholder agree to enter into this Agreement and
certain other stockholders of the Company agree to enter into similar
Transaction Support Agreements; and

WHEREAS, the Stockholder wishes to induce Parent and Purchaser to enter
into the Merger Agreement and, therefore, the Stockholder is willing to enter
into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

ARTICLE I

TENDER OF SHARES

Section 1.01 Tender of Shares. The Stockholder agrees to promptly (and, in
any event, not later than two Business Days prior to the scheduled expiration
date of the Offer) tender or cause to be tendered into the Offer, pursuant to
and in accordance with the terms of the Offer, and not withdraw or cause to be
withdrawn (except following the termination of the Offer in accordance with its
terms), all of the Shares. The Stockholder acknowledges and agrees that
Purchaser's obligation to accept for payment shares of Common Stock in the
Offer, including any Shares tendered by a Stockholder, is subject to the terms
and conditions of the Merger Agreement and the Offer.

ARTICLE II

VOTING AGREEMENT

Section 2.01 Voting Agreement. The Stockholder hereby agrees that, from and
after the date hereof and until the date (the "Voting Termination Date") that is
the later of (i) the termination of the Merger Agreement in accordance with its
terms or (ii) the Option Termination Date (as defined below), if any, at any
meeting of the stockholders of the Company, however called, and in any action by
consent of the stockholders of the Company, the Stockholder shall vote (or cause
to be voted) all the Shares (i) in favor of adoption of the Merger Agreement,
the Merger and all the transactions contemplated by the Merger Agreement and
this Agreement and otherwise in such manner as may be necessary to consummate
the Merger; (ii) against any action, proposal, agreement or transaction that
would result in a breach of any covenant, obligation, agreement, representation
or warranty of the Company under the Merger Agreement or of the Stockholder
contained in this Agreement; and (iii) against any action, agreement,
transaction (other than the Merger Agreement or the transactions contemplated
thereby) or proposal (including any Takeover Proposal or Superior Proposal) that
could reasonably be expected to result in any of the conditions to the Company's
obligations under the Merger Agreement not being fulfilled or that is intended,
or could reasonably be expected, to impede, interfere, delay, discourage or
adversely affect the Merger Agreement, the Offer, the Merger or this Agreement.
Any vote by the Stockholder that is not in accordance with this Section 2.01
shall be considered null and void, and the provisions of Section 2.02 shall be
deemed to take immediate effect.

Section 2.02 Irrevocable Proxy. If, and only if, the Stockholder fails to
comply with the provisions of Section 2.01, the Stockholder hereby agrees that
such failure shall result, without any further action by the Stockholder
effective as of the date of such failure, in the constitution and appointment of
Parent and each of its executive officers from and after the date of such
determination until the Voting Termination Date (at which point such
constitution and appointment shall automatically be revoked) as the
Stockholder's attorney, agent and proxy (such constitution and appointment, the
"Irrevocable Proxy"), with full power of substitution, to vote and otherwise act
with

2

respect to all the Shares at any meeting of the stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed
meeting), and in any action by written consent of the stockholders of the
Company, on the matters and in the manner specified in Section 2.01. THIS PROXY
AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON
TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS
AGREEMENT. The Stockholder hereby revokes all other proxies and powers of
attorney with respect to all the Shares that may have heretofore been appointed
or granted, and no subsequent proxy or power of attorney shall be given (and if
given, shall not be effective) by the Stockholder with respect thereto. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the Stockholder and any obligation of the Stockholder under this
Agreement shall be binding upon the heirs, personal representatives, successors
and assigns of the Stockholder.

ARTICLE III

THE OPTION

Section 3.01 Grant of Option. The Stockholder hereby grants to Parent an
irrevocable option (each, an "Option" and, collectively, the "Options") to
purchase all of the Shares (the "Option Shares") at a purchase price per Share
(the "Purchase Price") equal to $35.00, less the value of any dividends per
Option Share declared or paid from and after the date of this Agreement through
the end of the Option Exercise Period and subject to adjustment pursuant to
Section 7.13(a), other than any dividends paid in accordance with clause (A) of
Section 8.2(b)(3) of the Merger Agreement.

Section 3.02 Payment of the Purchase Price. The Purchase Price shall be
payable by Parent in cash by wire transfer in immediately available funds to a
bank account to be designated by the Stockholder in a written notice to Parent
at least two Business Days prior to the Closing Date (as defined below).

Section 3.03 Exercise of Option.
------------------

(a) If either (i) a Termination Fee has been paid or is payable
pursuant to Section 10.3 of the Merger Agreement, (ii) the Merger Agreement is
terminated as a result of the failure to satisfy the Minimum Condition (as
defined in the Merger Agreement) to the Offer and at or prior to the time of
such termination it has become publicly known that a Takeover Proposal has been
made or (iii) if a Subsequent Amendment (as defined in the Merger Agreement) is
received by the Company or becomes publicly known, then each of the Options
shall become exercisable by Parent for a period (the "Option Exercise Period")
commencing on the earlier of the date on which a Subsequent Amendment is
received by Company or becomes publicly known and the date on which the Merger
Agreement is terminated and ending at 11:59 p.m. (New York time) on the 30th day
following the date on which the Merger Agreement is terminated (the day on which
the Option Exercise Period ends, the "Option Termination Date"). The

3

Options shall be exercisable in whole but not in part, and in no event shall
Parent be permitted to exercise an Option with respect to the Shares unless
Parent concurrently exercises all Options to purchase the shares of Common Stock
subject to each Transaction Support Agreement from all stockholders who have
executed a Transaction Support Agreement.

(b) If Parent wishes to exercise the Options during the Option
Exercise Period, Parent shall send a written notice (the "Exercise Notice") to
the Stockholder of its intention to exercise the Stockholder's Option,
specifying the place, and, if then known, the time and the date (the "Closing
Date") of the closing of such purchase (the "Closing"). The Closing Date shall,
subject to satisfaction of the conditions in paragraph (d), occur on the later
of (i) the third Business Day after the date on which such Exercise Notice is
delivered and (ii) one Business Day following the expiration or termination of
the waiting period under the HSR Act applicable to the consummation of the
purchase and sale of the Shares hereunder.

(c) At the Closing, (i) the Stockholder shall deliver to Parent (or
its designee) the Shares by delivery of a certificate or certificates evidencing
such Shares duly endorsed to Parent or accompanied by stock powers duly executed
in favor of Parent, with all necessary stock transfer stamps affixed, and (ii)
Parent shall pay for the Shares in accordance with Section 3.02.

(d) The Closing shall be subject to the satisfaction or, in the
case of clause (iii) below, waiver by the Stockholder of each of the following
conditions:

(i) no Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law that is then in effect and no
order of any Governmental Authority shall have been entered or be in
effect, in either case that has the effect of making the acquisition of the
Shares by Parent illegal or otherwise restricting, preventing or
prohibiting consummation of the purchase and sale of the Shares pursuant to
the exercise of the Options; and

(ii) any waiting period under the HSR Act applicable to the
consummation of the purchase and sale of the Shares hereunder shall have
expired or been terminated.

(e) At the Closing, (i) the Stockholder will deliver good and valid
title to the Shares free and clear of any Liens and, upon delivery to Parent of
such Shares and payment for the Purchase Price therefor as contemplated herein,
Parent will receive good, valid and marketable title to the Shares free and
clear of any Liens, and (ii) Parent shall deliver to the Stockholder the
Purchase Price.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

4

The Stockholder hereby represents and warrants to Parent and to Purchaser
as follows:

Section 4.01 Organization, Authority and Qualification of the Stockholder.
The Stockholder is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization or formation and has all
necessary power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
The Stockholder is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of the Stockholder to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by the Stockholder, the
performance by the Stockholder of its obligations hereunder and the consummation
by the Stockholder of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of the Stockholder. This
Agreement has been duly and validly executed and delivered by the Stockholder
and (assuming due authorization, execution and delivery by Parent and Purchaser)
this Agreement constitutes a legal, valid and binding obligation of the
Stockholder enforceable against the Stockholder in accordance with its terms.

Section 4.02 No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not,
(i) conflict with or violate the certificate of incorporation and by-laws,
agreement of limited partnership, limited liability company agreement or
equivalent organizational documents, as the case may be, of the Stockholder,
(ii) assuming satisfaction of the requirements set forth in 4.02(b) below,
conflict with or violate any Law applicable to the Stockholder or by which any
property or asset of the Stockholder is bound or affected or (iii) result in any
breach of, or constitute a default (or event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any Shares (other than pursuant to this Agreement)
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation of the Stockholder,
except for any such conflicts, violations, breaches, defaults or other
occurrences that would not prevent or materially delay the ability of the
Stockholder to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement.

(b) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with, or
notification to, any Governmental Authority, except (i) for applicable
requirements, if any, of the Exchange Act, Blue Sky Laws and the premerger
notification requirements of the HSR Act, and (ii) where the failure to obtain
such consents, approvals, authorizations

5

or permits, or to make such filings or notifications, would not prevent or
materially delay the ability of the Stockholder to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.

Section 4.03 Ownership of Shares. As of the date hereof, the Stockholder is
the record or beneficial owner of, and has good title to, the number of Shares
set forth on Schedule A hereto. Except as set forth on Schedule A, the Shares
are all the securities of the Company owned, either of record or beneficially,
by the Stockholder as of the date hereof and the Stockholder does not have any
option or other right to acquire any other securities of the Company. The Shares
owned by the Stockholder are owned free and clear of all Liens, other than any
Liens created by this Agreement. Except as provided in this Agreement, the
Stockholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares owned by the Stockholder.

Section 4.04 Absence of Litigation. As of the date of this Agreement, there
is no litigation, suit, claim, action, proceeding or investigation pending or,
to the knowledge of the Stockholder, threatened against the Stockholder, or any
property or asset of the Stockholder, before any Governmental Authority that
seeks to delay or prevent the consummation of the transactions contemplated by
this Agreement.

Section 4.05 Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Stockholder.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Each of Parent and Purchaser hereby severally but not jointly represents
and warrants to the Stockholder as to itself as follows:

Section 5.01 Organization, Authority and Qualification. Each of Parent and
Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all necessary power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. Each of Parent and
Purchaser is duly licensed or qualified to do business and is in good standing
in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of Parent or Purchaser to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by each of Parent and
Purchaser, the performance by each of Parent and Purchaser of its obligations
hereunder and the consummation by each of Parent and Purchaser of the
transactions contemplated hereby have been duly authorized by all requisite
action on the part of each of Parent and

6

Purchaser. This Agreement has been duly and validly executed and delivered by
each of Parent and Purchaser and (assuming due authorization, execution and
delivery by the Stockholder) this Agreement constitutes a legal, valid and
binding obligation of each of Parent and Purchaser enforceable against Parent
and Purchaser in accordance with its terms.

Section 5.02  No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of Parent
and Purchaser shall not, (i) conflict with or violate the certificate of
incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction of
the requirements set forth in Section 5.02(b) below, conflict with or violate
any Law applicable to Parent or Purchaser or by which any property or asset of
Parent or Purchaser is bound or affected or (iii) result in any breach of, or
constitute a default (or event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
of Parent or Purchaser, except for any such conflicts, violations, breaches,
defaults or other occurrences that would not prevent or materially delay the
ability of Parent or Purchaser to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.

(b) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of Parent
and Purchaser shall not, require any consent, approval, authorization or permit
of, or filing with, or notification to, any Governmental Authority, except (i)
for applicable requirements, if any, of the Securities Act, the Exchange Act,
Blue Sky Laws and the premerger notification requirements of the HSR Act, and
(ii) where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or
materially delay the ability of Parent or Purchaser to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.

ARTICLE VI

COVENANTS OF THE STOCKHOLDER

Section 6.01  No Disposition or Encumbrance of Shares.  The Stockholder
hereby agrees that, except as contemplated by this Agreement, the Stockholder
shall not (i) sell, transfer, tender (except into the Offer), pledge, assign,
contribute to the capital of any entity, hypothecate, give or otherwise dispose
of, grant a proxy or power of attorney with respect to (other than the
Irrevocable Proxy), deposit into any voting trust, enter into any voting
agreement, or create or permit to exist any Liens of any nature whatsoever
(other than pursuant to this Agreement) with respect to, any of the Shares (or
agree or consent to, or offer to do, any of the foregoing), or (ii) take any
action that would make any representation or warranty of the Stockholder herein
untrue or

7

incorrect in any material respect or have the effect of preventing or disabling
the Stockholder from performing the Stockholder's obligations hereunder.

Section 6.02  No Solicitation of Transactions.  The Stockholder shall not,
directly or indirectly, through any director, officer, affiliate, employee,
representative, agent or otherwise, (i) solicit, initiate, endorse, accept or
encourage the submission of any Takeover Proposal, or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or otherwise cooperate in any way with respect to, or
participate in, assist, facilitate, endorse or encourage any proposal that
constitutes, or may reasonably be expected to lead to, a Takeover Proposal;
provided, however, that nothing herein shall prevent any director, officer or
stockholder of the Stockholder from acting in his or her capacity as a director
of the Company, or taking any action in such capacity (including at the
direction of the Company Board), but only in either such case as and to the
extent permitted by Section 8.5 of the Merger Agreement. The Stockholder shall,
and shall direct or cause its directors, officers, affiliates, employees,
representatives and agents to, immediately cease and cause to be terminated any
discussions or negotiations with any parties that may be ongoing with respect to
a Takeover Proposal.

Section 6.03  Further Action; Reasonable Best Efforts.  Upon the terms and
subject to the conditions hereof, Parent, Purchaser and the Stockholder shall
use their reasonable best efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement.

Section 6.04  Information for Offer Documents and Proxy Statement;
Disclosure.  The Stockholder covenants and agrees that none of the information
relating to the Stockholder and its affiliates for inclusion in the Schedule
14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been
furnished to Parent by the Stockholder for inclusion in such documents will, at
(i) the time the Schedule 14D-9 or the Proxy Statement (or any amendment or
supplement thereto) is first filed with the SEC or mailed to stockholders of the
Company or (ii) the time of the Company Stockholders Meeting (in the case of
information included in the Proxy Statement), contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Stockholder agrees
to permit Parent and Purchaser to publish and disclose in the Offer Documents
and, if applicable, the Proxy Statement and any related filings under applicable
securities Laws the Stockholder's identity and ownership of Shares and the
nature of its commitments, arrangements and understandings under this Agreement
and any other information regarding the Stockholder as required by applicable
Law.

ARTICLE VII

MISCELLANEOUS

8

Section 7.01  Notices.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 7.01):

(a)  if to the Stockholder:

PO Box 9067512
San Juan  PR 00906-7512

(b)  if to Parent or Purchaser:

c/o CEMEX
590 Madison Avenue 41st Floor
New York, NY 10022
Telecopy: (212) 317-6047
Attention: Jill Simeone

and

CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, NL, Mexico  64000
Telecopy: 011-52818-328-3082
Attention: Ramiro Villarreal

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Facsimile No: (212) 735-2000
Attention: Randall H. Doud

and

Rivera, Tulla & Ferrer
50 Quisqueya Street
San Juan, Puerto Rico 00917
Telecopy: (787) 767-5784
Attention: Eric Tulla

Section 7.02  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in

9

full force and effect so long as the economic or legal substance of the
transactions contemplated hereby and by the Merger Agreement are not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that such transactions be consummated as originally
contemplated to the fullest extent possible.

Section 7.03 Entire Agreement; Assignment. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. This
Agreement shall not be assigned by operation of law or otherwise, except that
Parent and Purchaser may assign all or any of their rights and obligations
hereunder to any wholly owned subsidiary of Parent, provided that no such
assignment shall relieve Parent or Purchaser of its obligations hereunder.

Section 7.04 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and, except as set forth in
Section 7.10 hereof, nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

Section 7.05 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or in equity.

Section 7.06 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State (other than those
provisions set forth herein that are required to be governed by the Corporation
Law of the Commonwealth of Puerto Rico). All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined exclusively in
any New York state or federal court sitting in the Borough of Manhattan of The
City of New York. The parties hereto hereby (a) submit to the exclusive
jurisdiction of any state or federal court sitting in the Borough of Manhattan
of The City of New York for the purpose of any action arising out of or relating
to this Agreement brought by any party hereto, and (b) irrevocably waive, and
agree not to assert by way of motion, defense, or otherwise, in any such action,
any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that the action is brought in an inconvenient forum, that the venue
of the action is improper, or that this Agreement may not be enforced in or by
any of the above-named courts.

Section 7.07 Waiver of Jury Trial. Each of the parties hereto hereby waives
to the fullest extent permitted by applicable Law any right it may have to a
trial

10

by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement. Each of the parties hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the others hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this Section 7.07.

Section 7.08 Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

Section 7.09 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

Section 7.10 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto. Notwithstanding the
foregoing, the provisions of this Agreement shall not be amended without the
prior written consent of the Company.

Section 7.11 Waiver. Any party to this Agreement may (i) extend the time
for the performance of any obligation or other act of any other party hereto,
(ii) waive any inaccuracy in the representations and warranties of another party
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with any agreement of another party contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

Section 7.12 Costs and Expenses of This Agreement and the Merger Agreement.
All costs and expenses of the parties hereto, including, without limitation,
fees and disbursements of counsel, financial advisors and accountants, incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses, whether or not the
Closing shall have occurred.

Section 7.13 Adjustments.
-----------

(a) In the event (i) of any increase or decrease or other change in
the Shares by reason of stock dividend, stock split, recapitalizations,
combinations, exchanges of shares or the like or (ii) that a Stockholder becomes
the beneficial owner of any additional shares of Common Stock or other
securities of the Company, then (x) the terms of this Agreement shall apply to
the shares of capital stock and other securities of the Company held by the
Stockholder immediately following the effectiveness of the events described in
clause (i), or the Stockholder becoming the beneficial owner thereof

11

pursuant to clause (ii), and (y) the Purchase Price shall be equitably
adjusted to reflect the impact of any event described in clause (i).

(b) The Stockholder hereby agrees to promptly notify Parent and
Purchaser of the number of any new Shares or other securities acquired by the
Stockholder, if any, after the date hereof.

[Remainder of Page Intentionally Left Blank.]

12

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

CEMEX, S.A. DE C.V.

By: /s/ Hector Medina
------------------------------------
Name:  Hector Medina
Title: Executive Vice President

TRICEM ACQUISITION, CORP.

By: /s/ Philippe Gastone
------------------------------------
Name: Philippe Gastone
Title: Vice-President

EL DIA, INC.

By: /s/ Antonio Luis Ferre
------------------------------------
Name: Antonio Luis Ferre
Title: Chairman

Schedule A

Number of Shares of Common Stock
--------------------------------

658,976

EXHIBIT (d)(3)

[EXECUTION VERSION]

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement, dated as of June 11, 2002 (this
"Agreement"), is made by and among Cemex, S.A. de C.V., a Mexico corporation
("Parent"), Tricem Acquisition, Corp., a Puerto Rico corporation ("Purchaser"),
and the stockholder of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), identified on the signature page hereto (the
"Stockholder").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Parent, Purchaser and the Company are entering into an Agreement
and Plan of Merger, dated as of the date hereof (as it may be amended from time
to time, the "Merger Agreement"; capitalized terms used and not otherwise
defined in this Agreement have the meanings ascribed to such terms in the Merger
Agreement), pursuant to which (i) Purchaser shall commence a cash tender offer
(as such tender offer may hereafter be amended from time to time in accordance
with the Merger Agreement, the "Offer") to acquire each issued and outstanding
share of common stock, par value $1.00 per share, of the Company ("Common
Stock") in exchange for a net amount of $35.00 in cash (the "Offer Price") in
accordance with and subject to the terms and conditions of the Merger Agreement
and the Offer; and (ii) following consummation of the Offer, the Company shall
merge with Purchaser (the "Merger");

WHEREAS, the Stockholder is the record or beneficial owner of the number of
shares of Common Stock set forth on Schedule A hereto (all such shares of Common
Stock and any shares of Common Stock hereafter acquired by the Stockholder, the
"Shares");

WHEREAS, as a condition to entering into the Merger Agreement and incurring
the obligations set forth therein, including the Offer, Parent and Purchaser
have required that the Stockholder agree to enter into this Agreement and
certain other stockholders of the Company agree to enter into similar
Transaction Support Agreements; and

WHEREAS, the Stockholder wishes to induce Parent and Purchaser to enter
into the Merger Agreement and, therefore, the Stockholder is willing to enter
into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

ARTICLE I

TENDER OF SHARES

Section 1.01  Tender of Shares. The Stockholder agrees to promptly (and, in
any event, not later than two Business Days prior to the scheduled expiration
date of the Offer) tender or cause to be tendered into the Offer, pursuant to
and in accordance with the terms of the Offer, and not withdraw or cause to be
withdrawn (except following the termination of the Offer in accordance with its
terms), all of the Shares. The Stockholder acknowledges and agrees that
Purchaser's obligation to accept for payment shares of Common Stock in the
Offer, including any Shares tendered by a Stockholder, is subject to the terms
and conditions of the Merger Agreement and the Offer.

ARTICLE II

VOTING AGREEMENT

Section 2.01  Voting Agreement.  The Stockholder hereby agrees that, from
and after the date hereof and until the date (the "Voting Termination Date")
that is the later of (i) the termination of the Merger Agreement in accordance
with its terms or (ii) the Option Termination Date (as defined below), if any,
at any meeting of the stockholders of the Company, however called, and in any
action by consent of the stockholders of the Company, the Stockholder shall vote
(or cause to be voted) all the Shares (i) in favor of adoption of the Merger
Agreement, the Merger and all the transactions contemplated by the Merger
Agreement and this Agreement and otherwise in such manner as may be necessary to
consummate the Merger; (ii) against any action, proposal, agreement or
transaction that would result in a breach of any covenant, obligation,
agreement, representation or warranty of the Company under the Merger Agreement
or of the Stockholder contained in this Agreement; and (iii) against any action,
agreement, transaction (other than the Merger Agreement or the transactions
contemplated thereby) or proposal (including any Takeover Proposal or Superior
Proposal) that could reasonably be expected to result in any of the conditions
to the Company's obligations under the Merger Agreement not being fulfilled or
that is intended, or could reasonably be expected, to impede, interfere, delay,
discourage or adversely affect the Merger Agreement, the Offer, the Merger or
this Agreement. Any vote by the Stockholder that is not in accordance with this
Section 2.01 shall be considered null and void, and the provisions of Section
2.02 shall be deemed to take immediate effect.

Section 2.02  Irrevocable Proxy.  If, and only if, the Stockholder fails to
comply with the provisions of Section 2.01, the Stockholder hereby agrees that
such failure shall result, without any further action by the Stockholder
effective as of the date of such failure, in the constitution and appointment of
Parent and each of its executive officers from and after the date of such
determination until the Voting Termination Date (at which point such
constitution and appointment shall automatically be revoked) as the
Stockholder's attorney, agent and proxy (such constitution and appointment, the
"Irrevocable Proxy"), with full power of substitution, to vote and otherwise act
with

2

respect to all the Shares at any meeting of the stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed
meeting), and in any action by written consent of the stockholders of the
Company, on the matters and in the manner specified in Section 2.01. THIS PROXY
AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON
TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS
AGREEMENT. The Stockholder hereby revokes all other proxies and powers of
attorney with respect to all the Shares that may have heretofore been appointed
or granted, and no subsequent proxy or power of attorney shall be given (and if
given, shall not be effective) by the Stockholder with respect thereto. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the Stockholder and any obligation of the Stockholder under this
Agreement shall be binding upon the heirs, personal representatives, successors
and assigns of the Stockholder.

ARTICLE III

THE OPTION

Section 3.01  Grant of Option.  The Stockholder hereby grants to Parent an
irrevocable option (each, an "Option" and, collectively, the "Options") to
purchase all of the Shares (the "Option Shares") at a purchase price per Share
(the "Purchase Price") equal to $35.00, less the value of any dividends per
Option Share declared or paid from and after the date of this Agreement through
the end of the Option Exercise Period and subject to adjustment pursuant to
Section 7.13(a), other than any dividends paid in accordance with clause (A) of
Section 8.2(b)(3) of the Merger Agreement.

Section 3.02  Payment of the Purchase Price.  The Purchase Price shall be
payable by Parent in cash by wire transfer in immediately available funds to a
bank account to be designated by the Stockholder in a written notice to Parent
at least two Business Days prior to the Closing Date (as defined below).

Section 3.03  Exercise of Option.
------------------

(a) If either (i) a Termination Fee has been paid or is payable
pursuant to Section 10.3 of the Merger Agreement, (ii) the Merger Agreement
is terminated as a result of the failure to satisfy the Minimum Condition
(as defined in the Merger Agreement) to the Offer and at or prior to the
time of such termination it has become publicly known that a Takeover
Proposal has been made or (iii) if a Subsequent Amendment (as defined in
the Merger Agreement) is received by the Company or becomes publicly known,
then each of the Options shall become exercisable by Parent for a period
(the "Option Exercise Period") commencing on the earlier of the date on
which a Subsequent Amendment is received by Company or becomes publicly
known and the date on which the Merger Agreement is terminated and ending
at 11:59 p.m. (New York time) on the 30th day following the date on which
the Merger Agreement is terminated (the day on which the Option Exercise
Period ends, the "Option Termination Date"). The

3

Options shall be exercisable in whole but not in part, and in no event
shall Parent be permitted to exercise an Option with respect to the Shares
unless Parent concurrently exercises all Options to purchase the shares of
Common Stock subject to each Transaction Support Agreement from all
stockholders who have executed a Transaction Support Agreement.

(b) If Parent wishes to exercise the Options during the Option
Exercise Period, Parent shall send a written notice (the "Exercise Notice")
to the Stockholder of its intention to exercise the Stockholder's Option,
specifying the place, and, if then known, the time and the date (the
"Closing Date") of the closing of such purchase (the "Closing"). The
Closing Date shall, subject to satisfaction of the conditions in paragraph
(d), occur on the later of (i) the third Business Day after the date on
which such Exercise Notice is delivered and (ii) one Business Day following
the expiration or termination of the waiting period under the HSR Act
applicable to the consummation of the purchase and sale of the Shares
hereunder.

(c) At the Closing, (i) the Stockholder shall deliver to Parent (or
its designee) the Shares by delivery of a certificate or certificates
evidencing such Shares duly endorsed to Parent or accompanied by stock
powers duly executed in favor of Parent, with all necessary stock transfer
stamps affixed, and (ii) Parent shall pay for the Shares in accordance with
Section 3.02.

(d) The Closing shall be subject to the satisfaction or, in the
case of clause (iii) below, waiver by the Stockholder of each of the
following conditions:

(i)  no Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law that is then in effect and no
order of any Governmental Authority shall have been entered or be in
effect, in either case that has the effect of making the acquisition of
the Shares by Parent illegal or otherwise restricting, preventing or
prohibiting consummation of the purchase and sale of the Shares
pursuant to the exercise of the Options; and

(ii) any waiting period under the HSR Act applicable to the
consummation of the purchase and sale of the Shares hereunder shall
have expired or been terminated.

(e) At the Closing, (i) the Stockholder will deliver good and valid
title to the Shares free and clear of any Liens and, upon delivery to
Parent of such Shares and payment for the Purchase Price therefor as
contemplated herein, Parent will receive good, valid and marketable title
to the Shares free and clear of any Liens, and (ii) Parent shall deliver to
the Stockholder the Purchase Price.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

4

The Stockholder hereby represents and warrants to Parent and to Purchaser
as follows:

Section 4.01  Organization, Authority and Qualification of the Stockholder.
The Stockholder is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization or formation and has all
necessary power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
The Stockholder is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of the Stockholder to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by the Stockholder, the
performance by the Stockholder of its obligations hereunder and the consummation
by the Stockholder of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of the Stockholder. This
Agreement has been duly and validly executed and delivered by the Stockholder
and (assuming due authorization, execution and delivery by Parent and Purchaser)
this Agreement constitutes a legal, valid and binding obligation of the
Stockholder enforceable against the Stockholder in accordance with its terms.

Section 4.02  No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall
not, (i) conflict with or violate the certificate of incorporation and
by-laws, agreement of limited partnership, limited liability company
agreement or equivalent organizational documents, as the case may be, of
the Stockholder, (ii) assuming satisfaction of the requirements set forth
in 4.02(b) below, conflict with or violate any Law applicable to the
Stockholder or by which any property or asset of the Stockholder is bound
or affected or (iii) result in any breach of, or constitute a default (or
event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of a Lien on any Shares
(other than pursuant to this Agreement) pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise
or other instrument or obligation of the Stockholder, except for any such
conflicts, violations, breaches, defaults or other occurrences that would
not prevent or materially delay the ability of the Stockholder to carry out
its obligations under, and to consummate the transactions contemplated by,
this Agreement.

(b) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall
not, require any consent, approval, authorization or permit of, or filing
with, or notification to, any Governmental Authority, except (i) for
applicable requirements, if any, of the Exchange Act, Blue Sky Laws and the
premerger notification requirements of the HSR Act, and (ii) where the
failure to obtain such consents, approvals, authorizations

5

or permits, or to make such filings or notifications, would not prevent or
materially delay the ability of the Stockholder to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement.

Section 4.03 Ownership of Shares.    As of the date hereof, the Stockholder
is the record or beneficial owner of, and has good title to, the number of
Shares set forth on Schedule A hereto. Except as set forth on Schedule A, the
Shares are all the securities of the Company owned, either of record or
beneficially, by the Stockholder as of the date hereof and the Stockholder does
not have any option or other right to acquire any other securities of the
Company. The Shares owned by the Stockholder are owned free and clear of all
Liens, other than any Liens created by this Agreement. Except as provided in
this Agreement, the Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Shares owned by the
Stockholder.

Section 4.04  Absence of Litigation.  As of the date of this Agreement,
there is no litigation, suit, claim, action, proceeding or investigation pending
or, to the knowledge of the Stockholder, threatened against the Stockholder, or
any property or asset of the Stockholder, before any Governmental Authority that
seeks to delay or prevent the consummation of the transactions contemplated by
this Agreement.

Section 4.05  Brokers.  No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Stockholder.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Each of Parent and Purchaser hereby severally but not jointly represents
and warrants to the Stockholder as to itself as follows:

Section 5.01  Organization, Authority and Qualification.  Each of Parent
and Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all necessary power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. Each of Parent and
Purchaser is duly licensed or qualified to do business and is in good standing
in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of Parent or Purchaser to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by each of Parent and
Purchaser, the performance by each of Parent and Purchaser of its obligations
hereunder and the consummation by each of Parent and Purchaser of the
transactions contemplated hereby have been duly authorized by all requisite
action on the part of each of Parent and

6

Purchaser. This Agreement has been duly and validly executed and delivered by
each of Parent and Purchaser and (assuming due authorization, execution and
delivery by the Stockholder) this Agreement constitutes a legal, valid and
binding obligation of each of Parent and Purchaser enforceable against Parent
and Purchaser in accordance with its terms.

Section 5.02  No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of
Parent and Purchaser shall not, (i) conflict with or violate the
certificate of incorporation and by-laws of Parent or Purchaser, (ii)
assuming satisfaction of the requirements set forth in Section 5.02(b)
below, conflict with or violate any Law applicable to Parent or Purchaser
or by which any property or asset of Parent or Purchaser is bound or
affected or (iii) result in any breach of, or constitute a default (or
event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or
obligation of Parent or Purchaser, except for any such conflicts,
violations, breaches, defaults or other occurrences that would not prevent
or materially delay the ability of Parent or Purchaser to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement.

(b) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of
Parent and Purchaser shall not, require any consent, approval,
authorization or permit of, or filing with, or notification to, any
Governmental Authority, except (i) for applicable requirements, if any, of
the Securities Act, the Exchange Act, Blue Sky Laws and the premerger
notification requirements of the HSR Act, and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay the ability
of Parent or Purchaser to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.

ARTICLE VI

COVENANTS OF THE STOCKHOLDER

Section 6.01  No Disposition or Encumbrance of Shares.  The Stockholder
hereby agrees that, except as contemplated by this Agreement, the Stockholder
shall not (i) sell, transfer, tender (except into the Offer), pledge, assign,
contribute to the capital of any entity, hypothecate, give or otherwise dispose
of, grant a proxy or power of attorney with respect to (other than the
Irrevocable Proxy), deposit into any voting trust, enter into any voting
agreement, or create or permit to exist any Liens of any nature whatsoever
(other than pursuant to this Agreement) with respect to, any of the Shares (or
agree or consent to, or offer to do, any of the foregoing), or (ii) take any
action that would make any representation or warranty of the Stockholder herein
untrue or

7

incorrect in any material respect or have the effect of preventing or disabling
the Stockholder from performing the Stockholder's obligations hereunder.

Section 6.02  No Solicitation of Transactions.  The Stockholder shall not,
directly or indirectly, through any director, officer, affiliate, employee,
representative, agent or otherwise, (i) solicit, initiate, endorse, accept or
encourage the submission of any Takeover Proposal, or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or otherwise cooperate in any way with respect to, or
participate in, assist, facilitate, endorse or encourage any proposal that
constitutes, or may reasonably be expected to lead to, a Takeover Proposal;
provided, however, that nothing herein shall prevent any director, officer or
stockholder of the Stockholder from acting in his or her capacity as a director
of the Company, or taking any action in such capacity (including at the
direction of the Company Board), but only in either such case as and to the
extent permitted by Section 8.5 of the Merger Agreement. The Stockholder shall,
and shall direct or cause its directors, officers, affiliates, employees,
representatives and agents to, immediately cease and cause to be terminated any
discussions or negotiations with any parties that may be ongoing with respect to
a Takeover Proposal.

Section 6.03  Further Action; Reasonable Best Efforts.  Upon the terms and
subject to the conditions hereof, Parent, Purchaser and the Stockholder shall
use their reasonable best efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement.

Section 6.04  Information for Offer Documents and Proxy Statement;
Disclosure.  The Stockholder covenants and agrees that none of the information
relating to the Stockholder and its affiliates for inclusion in the Schedule
14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been
furnished to Parent by the Stockholder for inclusion in such documents will, at
(i) the time the Schedule 14D-9 or the Proxy Statement (or any amendment or
supplement thereto) is first filed with the SEC or mailed to stockholders of the
Company or (ii) the time of the Company Stockholders Meeting (in the case of
information included in the Proxy Statement), contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Stockholder agrees
to permit Parent and Purchaser to publish and disclose in the Offer Documents
and, if applicable, the Proxy Statement and any related filings under applicable
securities Laws the Stockholder's identity and ownership of Shares and the
nature of its commitments, arrangements and understandings under this Agreement
and any other information regarding the Stockholder as required by applicable
Law.

ARTICLE VII

MISCELLANEOUS

8

Section 7.01  Notices.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 7.01):

(a)  if to the Stockholder:

PO Box 9066590
San Juan, PR 00906-6590

(b)  if to Parent or Purchaser:

c/o CEMEX
590 Madison Avenue 41st Floor
New York, NY  10022
Telecopy: (212) 317-6047
Attention: Jill Simeone

and

CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, NL, Mexico  64000
Telecopy: 011-52818-328-3082
Attention: Ramiro Villarreal

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Facsimile No:  (212) 735-2000
Attention:  Randall H. Doud

and

Rivera, Tulla & Ferrer
50 Quisqueya Street
San Juan, Puerto Rico  00917
Telecopy: (787) 767-5784
Attention: Eric Tulla

Section 7.02  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in

9

full force and effect so long as the economic or legal substance of the
transactions contemplated hereby and by the Merger Agreement are not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that such transactions be consummated as originally
contemplated to the fullest extent possible.

Section 7.03  Entire Agreement; Assignment.  This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. This
Agreement shall not be assigned by operation of law or otherwise, except that
Parent and Purchaser may assign all or any of their rights and obligations
hereunder to any wholly owned subsidiary of Parent, provided that no such
assignment shall relieve Parent or Purchaser of its obligations hereunder.

Section 7.04  Parties in Interest.  This Agreement shall be binding upon
and inure solely to the benefit of each party hereto and, except as set forth in
Section 7.10 hereof, nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

Section 7.05  Specific Performance.  The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or in equity.

Section 7.06  Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State (other than those
provisions set forth herein that are required to be governed by the Corporation
Law of the Commonwealth of Puerto Rico). All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined exclusively in
any New York state or federal court sitting in the Borough of Manhattan of The
City of New York. The parties hereto hereby (a) submit to the exclusive
jurisdiction of any state or federal court sitting in the Borough of Manhattan
of The City of New York for the purpose of any action arising out of or relating
to this Agreement brought by any party hereto, and (b) irrevocably waive, and
agree not to assert by way of motion, defense, or otherwise, in any such action,
any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that the action is brought in an inconvenient forum, that the venue
of the action is improper, or that this Agreement may not be enforced in or by
any of the above-named courts.

Section 7.07  Waiver of Jury Trial.  Each of the parties hereto hereby
waives to the fullest extent permitted by applicable Law any right it may have
to a trial

10

by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement. Each of the parties hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the others hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this Section 7.07.

Section 7.08  Headings.  The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

Section 7.09  Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

Section 7.10  Amendment.  This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto. Notwithstanding the
foregoing, the provisions of this Agreement shall not be amended without the
prior written consent of the Company.

Section 7.11  Waiver.  Any party to this Agreement may (i) extend the time
for the performance of any obligation or other act of any other party hereto,
(ii) waive any inaccuracy in the representations and warranties of another party
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with any agreement of another party contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

Section 7.12  Costs and Expenses of This Agreement and the Merger
Agreement.  All costs and expenses of the parties hereto, including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and
expenses, whether or not the Closing shall have occurred.

Section 7.13  Adjustments.
-----------

(a) In the event (i) of any increase or decrease or other change in
the Shares by reason of stock dividend, stock split, recapitalizations,
combinations, exchanges of shares or the like or (ii) that a Stockholder
becomes the beneficial owner of any additional shares of Common Stock or
other securities of the Company, then (x) the terms of this Agreement shall
apply to the shares of capital stock and other securities of the Company
held by the Stockholder immediately following the effectiveness of the
events described in clause (i), or the Stockholder becoming the beneficial
owner thereof

11

pursuant to clause (ii), and (y) the Purchase Price shall be equitably
adjusted to reflect the impact of any event described in clause (i).

(b) The Stockholder hereby agrees to promptly notify Parent and
Purchaser of the number of any new Shares or other securities acquired by
the Stockholder, if any, after the date hereof.

[Remainder of Page Intentionally Left Blank.]

12

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

CEMEX, S.A. DE C.V.

By: /s/ Hector Medina
------------------------------------
Name:  Hector Medina
Title: Executive Vice President

TRICEM ACQUISITION, CORP.

By: /s/ Philippe Gastone
------------------------------------
Name:  Philippe Gastone
Title: Vice-President

FERRE INVESTMENT FUND, INC.

By: /s/ Antonio Luis Ferre
------------------------------------
Name:  Antonio Luis Ferre
Title: Chairman

Schedule A

Number of Shares of Common Stock
--------------------------------

282,854

EXHIBIT (d)(4)

[EXECUTION VERSION]

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement, dated as of June 11, 2002 (this
"Agreement"), is made by and among Cemex, S.A. de C.V., a Mexico corporation
("Parent"), Tricem Acquisition, Corp., a Puerto Rico corporation ("Purchaser"),
and the stockholder of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), identified on the signature page hereto (the
"Stockholder").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Parent, Purchaser and the Company are entering into an Agreement
and Plan of Merger, dated as of the date hereof (as it may be amended from time
to time, the "Merger Agreement"; capitalized terms used and not otherwise
defined in this Agreement have the meanings ascribed to such terms in the Merger
Agreement), pursuant to which (i) Purchaser shall commence a cash tender offer
(as such tender offer may hereafter be amended from time to time in accordance
with the Merger Agreement, the "Offer") to acquire each issued and outstanding
share of common stock, par value $1.00 per share, of the Company ("Common
Stock") in exchange for a net amount of $35.00 in cash (the "Offer Price") in
accordance with and subject to the terms and conditions of the Merger Agreement
and the Offer; and (ii) following consummation of the Offer, the Company shall
merge with Purchaser (the "Merger");

WHEREAS, the Stockholder is the record or beneficial owner of the number of
shares of Common Stock set forth on Schedule A hereto (all such shares of Common
Stock and any shares of Common Stock hereafter acquired by the Stockholder, the
"Shares");

WHEREAS, as a condition to entering into the Merger Agreement and incurring
the obligations set forth therein, including the Offer, Parent and Purchaser
have required that the Stockholder agree to enter into this Agreement and
certain other stockholders of the Company agree to enter into similar
Transaction Support Agreements; and

WHEREAS, the Stockholder wishes to induce Parent and Purchaser to enter
into the Merger Agreement and, therefore, the Stockholder is willing to enter
into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

ARTICLE I

TENDER OF SHARES

Section 1.01 Tender of Shares. The Stockholder agrees to promptly (and, in
any event, not later than two Business Days prior to the scheduled expiration
date of the Offer) tender or cause to be tendered into the Offer, pursuant to
and in accordance with the terms of the Offer, and not withdraw or cause to be
withdrawn (except following the termination of the Offer in accordance with its
terms), all of the Shares. The Stockholder acknowledges and agrees that
Purchaser's obligation to accept for payment shares of Common Stock in the
Offer, including any Shares tendered by a Stockholder, is subject to the terms
and conditions of the Merger Agreement and the Offer.

ARTICLE II

VOTING AGREEMENT

Section 2.01   Voting Agreement. The Stockholder hereby agrees that, from and
after the date hereof and until the date (the "Voting Termination Date") that is
the later of (i) the termination of the Merger Agreement in accordance with its
terms or (ii) the Option Termination Date (as defined below), if any, at any
meeting of the stockholders of the Company, however called, and in any action by
consent of the stockholders of the Company, the Stockholder shall vote (or cause
to be voted) all the Shares (i) in favor of adoption of the Merger Agreement,
the Merger and all the transactions contemplated by the Merger Agreement and
this Agreement and otherwise in such manner as may be necessary to consummate
the Merger; (ii) against any action, proposal, agreement or transaction that
would result in a breach of any covenant, obligation, agreement, representation
or warranty of the Company under the Merger Agreement or of the Stockholder
contained in this Agreement; and (iii) against any action, agreement,
transaction (other than the Merger Agreement or the transactions contemplated
thereby) or proposal (including any Takeover Proposal or Superior Proposal) that
could reasonably be expected to result in any of the conditions to the Company's
obligations under the Merger Agreement not being fulfilled or that is intended,
or could reasonably be expected, to impede, interfere, delay, discourage or
adversely affect the Merger Agreement, the Offer, the Merger or this Agreement.
Any vote by the Stockholder that is not in accordance with this Section 2.01
shall be considered null and void, and the provisions of Section 2.02 shall be
deemed to take immediate effect.

Section 2.02   Irrevocable Proxy. If, and only if, the Stockholder fails to
comply with the provisions of Section 2.01, the Stockholder hereby agrees that
such failure shall result, without any further action by the Stockholder
effective as of the date of such failure, in the constitution and appointment of
Parent and each of its executive officers from and after the date of such
determination until the Voting Termination Date (at which point such
constitution and appointment shall automatically be revoked) as the
Stockholder's attorney, agent and proxy (such constitution and appointment, the
"Irrevocable Proxy"), with full power of substitution, to vote and otherwise act
with

2

respect to all the Shares at any meeting of the stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed
meeting), and in any action by written consent of the stockholders of the
Company, on the matters and in the manner specified in Section 2.01. THIS PROXY
AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON
TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS
AGREEMENT. The Stockholder hereby revokes all other proxies and powers of
attorney with respect to all the Shares that may have heretofore been appointed
or granted, and no subsequent proxy or power of attorney shall be given (and if
given, shall not be effective) by the Stockholder with respect thereto. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the Stockholder and any obligation of the Stockholder under this
Agreement shall be binding upon the heirs, personal representatives, successors
and assigns of the Stockholder.

ARTICLE III

THE OPTION

Section 3.01   Grant of Option. The Stockholder hereby grants to Parent an
irrevocable option (each, an "Option" and, collectively, the "Options") to
purchase all of the Shares (the "Option Shares") at a purchase price per Share
(the "Purchase Price") equal to $35.00 less the value of any dividends per
Option Share declared or paid from and after the date of this Agreement through
the end of the Option Exercise Period and subject to adjustment pursuant to
Section 7.13(a), other than any dividends paid in accordance with clause (A) of
Section 8.2(b)(3) of the Merger Agreement.

Section 3.02   Payment of the Purchase Price. The Purchase Price shall be
payable by Parent in cash by wire transfer in immediately available funds to a
bank account to be designated by the Stockholder in a written notice to Parent
at least two Business Days prior to the Closing Date (as defined below).

Section 3.03   Exercise of Option.
------------------

(a) If either (i) a Termination Fee has been paid or is payable
pursuant to Section 10.3 of the Merger Agreement, (ii) the Merger Agreement is
terminated as a result of the failure to satisfy the Minimum Condition (as
defined in the Merger Agreement) to the Offer and at or prior to the time of
such termination it has become publicly known that a Takeover Proposal has been
made or (iii) if a Subsequent Amendment (as defined in the Merger Agreement) is
received by the Company or becomes publicly known, then each of the Options
shall become exercisable by Parent for a period (the "Option Exercise Period")
commencing on the earlier of the date on which a Subsequent Amendment is
received by Company or becomes publicly known and the date on which the Merger
Agreement is terminated and ending at 11:59 p.m. (New York time) on the 30th day
following the date on which the Merger Agreement is terminated (the day on which
the Option Exercise Period ends, the "Option Termination Date"). The

3

Options shall be exercisable in whole but not in part, and in no event shall
Parent be permitted to exercise an Option with respect to the Shares unless
Parent concurrently exercises all Options to purchase the shares of Common Stock
subject to each Transaction Support Agreement from all stockholders who have
executed a Transaction Support Agreement.

(b) If Parent wishes to exercise the Options during the Option
Exercise Period, Parent shall send a written notice (the "Exercise Notice") to
the Stockholder of its intention to exercise the Stockholder's Option,
specifying the place, and, if then known, the time and the date (the "Closing
Date") of the closing of such purchase (the "Closing"). The Closing Date shall,
subject to satisfaction of the conditions in paragraph (d), occur on the later
of (i) the third Business Day after the date on which such Exercise Notice is
delivered and (ii) one Business Day following the expiration or termination of
the waiting period under the HSR Act applicable to the consummation of the
purchase and sale of the Shares hereunder.

(c) At the Closing, (i) the Stockholder shall deliver to Parent (or
its designee) the Shares by delivery of a certificate or certificates evidencing
such Shares duly endorsed to Parent or accompanied by stock powers duly executed
in favor of Parent, with all necessary stock transfer stamps affixed, and (ii)
Parent shall pay for the Shares in accordance with Section 3.02.

(d) The Closing shall be subject to the satisfaction or, in the
case of clause (iii) below, waiver by the Stockholder of each of the following
conditions:

(i) no Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law that is then in effect and no
order of any Governmental Authority shall have been entered or be in
effect, in either case that has the effect of making the acquisition of the
Shares by Parent illegal or otherwise restricting, preventing or
prohibiting consummation of the purchase and sale of the Shares pursuant to
the exercise of the Options; and

(ii) any waiting period under the HSR Act applicable to the
consummation of the purchase and sale of the Shares hereunder shall have
expired or been terminated.

(e) At the Closing, (i) the Stockholder will deliver good and valid
title to the Shares free and clear of any Liens and, upon delivery to Parent of
such Shares and payment for the Purchase Price therefor as contemplated herein,
Parent will receive good, valid and marketable title to the Shares free and
clear of any Liens, and (ii) Parent shall deliver to the Stockholder the
Purchase Price.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

4

The Stockholder hereby represents and warrants to Parent and to Purchaser
as follows:

Section 4.01 Organization, Authority and Qualification of the Stockholder.
The Stockholder is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization or formation and has all
necessary power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
The Stockholder is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of the Stockholder to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by the Stockholder, the
performance by the Stockholder of its obligations hereunder and the consummation
by the Stockholder of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of the Stockholder. This
Agreement has been duly and validly executed and delivered by the Stockholder
and (assuming due authorization, execution and delivery by Parent and Purchaser)
this Agreement constitutes a legal, valid and binding obligation of the
Stockholder enforceable against the Stockholder in accordance with its terms.

Section 4.02  No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not,
(i) conflict with or violate the certificate of incorporation and by-laws,
agreement of limited partnership, limited liability company agreement or
equivalent organizational documents, as the case may be, of the Stockholder,
(ii) assuming satisfaction of the requirements set forth in 4.02(b) below,
conflict with or violate any Law applicable to the Stockholder or by which any
property or asset of the Stockholder is bound or affected or (iii) result in any
breach of, or constitute a default (or event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any Shares (other than pursuant to this Agreement)
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation of the Stockholder,
except for any such conflicts, violations, breaches, defaults or other
occurrences that would not prevent or materially delay the ability of the
Stockholder to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement.

(b) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with, or
notification to, any Governmental Authority, except (i) for applicable
requirements, if any, of the Exchange Act, Blue Sky Laws and the premerger
notification requirements of the HSR Act, and (ii) where the failure to obtain
such consents, approvals, authorizations

5

or permits, or to make such filings or notifications, would not prevent or
materially delay the ability of the Stockholder to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.

Section 4.03 Ownership of Shares. As of the date hereof, the Stockholder is
the record or beneficial owner of, and has good title to, the number of Shares
set forth on Schedule A hereto. Except as set forth on Schedule A, the Shares
are all the securities of the Company owned, either of record or beneficially,
by the Stockholder as of the date hereof and the Stockholder does not have any
option or other right to acquire any other securities of the Company. The Shares
owned by the Stockholder are owned free and clear of all Liens, other than any
Liens created by this Agreement. Except as provided in this Agreement, the
Stockholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares owned by the Stockholder.

Section 4.04 Absence of Litigation. As of the date of this Agreement, there
is no litigation, suit, claim, action, proceeding or investigation pending or,
to the knowledge of the Stockholder, threatened against the Stockholder, or any
property or asset of the Stockholder, before any Governmental Authority that
seeks to delay or prevent the consummation of the transactions contemplated by
this Agreement.

Section 4.05 Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Stockholder.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Each of Parent and Purchaser hereby severally but not jointly
represents and warrants to the Stockholder as to itself as follows:

Section 5.01 Organization, Authority and Qualification. Each of Parent and
Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all necessary power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. Each of Parent and
Purchaser is duly licensed or qualified to do business and is in good standing
in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of Parent or Purchaser to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by each of Parent and
Purchaser, the performance by each of Parent and Purchaser of its obligations
hereunder and the consummation by each of Parent and Purchaser of the
transactions contemplated hereby have been duly authorized by all requisite
action on the part of each of Parent and

6

Purchaser. This Agreement has been duly and validly executed and delivered by
each of Parent and Purchaser and (assuming due authorization, execution and
delivery by the Stockholder) this Agreement constitutes a legal, valid and
binding obligation of each of Parent and Purchaser enforceable against Parent
and Purchaser in accordance with its terms.

Section 5.02 No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of Parent
and Purchaser shall not, (i) conflict with or violate the certificate of
incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction of
the requirements set forth in Section 5.02(b) below, conflict with or violate
any Law applicable to Parent or Purchaser or by which any property or asset of
Parent or Purchaser is bound or affected or (iii) result in any breach of, or
constitute a default (or event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
of Parent or Purchaser, except for any such conflicts, violations, breaches,
defaults or other occurrences that would not prevent or materially delay the
ability of Parent or Purchaser to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.

(b) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of Parent
and Purchaser shall not, require any consent, approval, authorization or permit
of, or filing with, or notification to, any Governmental Authority, except (i)
for applicable requirements, if any, of the Securities Act, the Exchange Act,
Blue Sky Laws and the premerger notification requirements of the HSR Act, and
(ii) where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or
materially delay the ability of Parent or Purchaser to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.

ARTICLE VI

COVENANTS OF THE STOCKHOLDER

Section 6.01 No Disposition or Encumbrance of Shares. The Stockholder
hereby agrees that, except as contemplated by this Agreement, the Stockholder
shall not (i) sell, transfer, tender (except into the Offer), pledge, assign,
contribute to the capital of any entity, hypothecate, give or otherwise dispose
of, grant a proxy or power of attorney with respect to (other than the
Irrevocable Proxy), deposit into any voting trust, enter into any voting
agreement, or create or permit to exist any Liens of any nature whatsoever
(other than pursuant to this Agreement) with respect to, any of the Shares (or
agree or consent to, or offer to do, any of the foregoing), or (ii) take any
action that would make any representation or warranty of the Stockholder herein
untrue or

7

incorrect in any material respect or have the effect of preventing or disabling
the Stockholder from performing the Stockholder's obligations hereunder.

Section 6.02 No Solicitation of Transactions. The Stockholder shall not,
directly or indirectly, through any director, officer, affiliate, employee,
representative, agent or otherwise, (i) solicit, initiate, endorse, accept or
encourage the submission of any Takeover Proposal, or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or otherwise cooperate in any way with respect to, or
participate in, assist, facilitate, endorse or encourage any proposal that
constitutes, or may reasonably be expected to lead to, a Takeover Proposal;
provided, however, that nothing herein shall prevent any director, officer or
stockholder of the Stockholder from acting in his or her capacity as a director
of the Company, or taking any action in such capacity (including at the
direction of the Company Board), but only in either such case as and to the
extent permitted by Section 8.5 of the Merger Agreement. The Stockholder shall,
and shall direct or cause its directors, officers, affiliates, employees,
representatives and agents to, immediately cease and cause to be terminated any
discussions or negotiations with any parties that may be ongoing with respect to
a Takeover Proposal.

Section 6.03 Further Action; Reasonable Best Efforts. Upon the terms and
subject to the conditions hereof, Parent, Purchaser and the Stockholder shall
use their reasonable best efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement.

Section 6.04 Information for Offer Documents and Proxy Statement;
Disclosure. The Stockholder covenants and agrees that none of the information
relating to the Stockholder and its affiliates for inclusion in the Schedule
14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been
furnished to Parent by the Stockholder for inclusion in such documents will, at
(i) the time the Schedule 14D-9 or the Proxy Statement (or any amendment or
supplement thereto) is first filed with the SEC or mailed to stockholders of the
Company or (ii) the time of the Company Stockholders Meeting (in the case of
information included in the Proxy Statement), contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Stockholder agrees
to permit Parent and Purchaser to publish and disclose in the Offer Documents
and, if applicable, the Proxy Statement and any related filings under applicable
securities Laws the Stockholder's identity and ownership of Shares and the
nature of its commitments, arrangements and understandings under this Agreement
and any other information regarding the Stockholder as required by applicable
Law.

ARTICLE VII

MISCELLANEOUS

8

Section 7.01 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 7.01):

(a)      if to the Stockholder:

PO Box 9066590
San Juan, PR  00906-6590

(b)      if to Parent or Purchaser:

c/o CEMEX
590 Madison Avenue 41st Floor
New York, NY  10022
Telecopy: (212) 317-6047
Attention: Jill Simeone

and

CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, NL, Mexico  64000
Telecopy: 011-52818-328-3082
Attention: Ramiro Villarreal

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Facsimile No:  (212) 735-2000
Attention:  Randall H. Doud

and

Rivera, Tulla & Ferrer
50 Quisqueya Street
San Juan, Puerto Rico  00917
Telecopy: (787) 767-5784
Attention: Eric Tulla

Section 7.02 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in

9

full force and effect so long as the economic or legal substance of the
transactions contemplated hereby and by the Merger Agreement are not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that such transactions be consummated as originally
contemplated to the fullest extent possible.

Section 7.03 Entire Agreement; Assignment. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. This
Agreement shall not be assigned by operation of law or otherwise, except that
Parent and Purchaser may assign all or any of their rights and obligations
hereunder to any wholly owned subsidiary of Parent, provided that no such
assignment shall relieve Parent or Purchaser of its obligations hereunder.

Section 7.04 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and, except as set forth in
Section 7.10 hereof, nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

Section 7.05 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or in equity.

Section 7.06 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State (other than those
provisions set forth herein that are required to be governed by the Corporation
Law of the Commonwealth of Puerto Rico). All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined exclusively in
any New York state or federal court sitting in the Borough of Manhattan of The
City of New York. The parties hereto hereby (a) submit to the exclusive
jurisdiction of any state or federal court sitting in the Borough of Manhattan
of The City of New York for the purpose of any action arising out of or relating
to this Agreement brought by any party hereto, and (b) irrevocably waive, and
agree not to assert by way of motion, defense, or otherwise, in any such action,
any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that the action is brought in an inconvenient forum, that the venue
of the action is improper, or that this Agreement may not be enforced in or by
any of the above-named courts.

Section 7.07 Waiver of Jury Trial. Each of the parties hereto hereby waives
to the fullest extent permitted by applicable Law any right it may have to a
trial

10

by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement. Each of the parties hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the others hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this Section 7.07.

Section 7.08 Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

Section 7.09 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

Section 7.10 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto. Notwithstanding the
foregoing, the provisions of this Agreement shall not be amended without the
prior written consent of the Company.

Section 7.11 Waiver. Any party to this Agreement may (i) extend the time
for the performance of any obligation or other act of any other party hereto,
(ii) waive any inaccuracy in the representations and warranties of another party
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with any agreement of another party contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

Section 7.12 Costs and Expenses of This Agreement and the Merger Agreement.
All costs and expenses of the parties hereto, including, without limitation,
fees and disbursements of counsel, financial advisors and accountants, incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses, whether or not the
Closing shall have occurred.

Section 7.13 Adjustments.
-----------

(a) In the event (i) of any increase or decrease or other change in
the Shares by reason of stock dividend, stock split, recapitalizations,
combinations, exchanges of shares or the like or (ii) that a Stockholder becomes
the beneficial owner of any additional shares of Common Stock or other
securities of the Company, then (x) the terms of this Agreement shall apply to
the shares of capital stock and other securities of the Company held by the
Stockholder immediately following the effectiveness of the events described in
clause (i), or the Stockholder becoming the beneficial owner thereof

11

pursuant to clause (ii), and (y) the Purchase Price shall be equitably
adjusted to reflect the impact of any event described in clause (i).

(b) The Stockholder hereby agrees to promptly notify Parent and
Purchaser of the number of any new Shares or other securities acquired by the
Stockholder, if any, after the date hereof.

[Remainder of Page Intentionally Left Blank.]

12

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

CEMEX, S.A. DE C.V.

By: /s/ Hector Medina
------------------------------------
Name:  Hector Medina
Title: Executive Vice President

TRICEM ACQUISITION, CORP.

By: /s/ Philippe Gastone
------------------------------------
Name:  Philippe Gastone
Title: Vice-President

SOUTH MANAGEMENT CORPORATION

By: /s/ Antonio Luis Ferre
------------------------------------
Name:  Antonio Luis Ferre
Title: President

Schedule A

Number of Shares of Common Stock
--------------------------------

537,174

EXHIBIT (d)(5)

[EXECUTION VERSION]

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement, dated as of June 11, 2002 (this
"Agreement"), is made by and among Cemex, S.A. de C.V., a Mexico corporation
("Parent"), Tricem Acquisition, Corp., a Puerto Rico corporation ("Purchaser"),
and the stockholder of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), identified on the signature page hereto (the
"Stockholder").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Parent, Purchaser and the Company are entering into an Agreement
and Plan of Merger, dated as of the date hereof (as it may be amended from time
to time, the "Merger Agreement"; capitalized terms used and not otherwise
defined in this Agreement have the meanings ascribed to such terms in the Merger
Agreement), pursuant to which (i) Purchaser shall commence a cash tender offer
(as such tender offer may hereafter be amended from time to time in accordance
with the Merger Agreement, the "Offer") to acquire each issued and outstanding
share of common stock, par value $1.00 per share, of the Company ("Common
Stock") in exchange for a net amount of $35.00 in cash (the "Offer Price") in
accordance with and subject to the terms and conditions of the Merger Agreement
and the Offer; and (ii) following consummation of the Offer, the Company shall
merge with Purchaser (the "Merger");

WHEREAS, the Stockholder is the record or beneficial owner of the number of
shares of Common Stock set forth on Schedule A hereto (all such shares of Common
Stock and any shares of Common Stock hereafter acquired by the Stockholder, the
"Shares");

WHEREAS, as a condition to entering into the Merger Agreement and incurring
the obligations set forth therein, including the Offer, Parent and Purchaser
have required that the Stockholder agree to enter into this Agreement and
certain other stockholders of the Company agree to enter into similar
Transaction Support Agreements; and

WHEREAS, the Stockholder wishes to induce Parent and Purchaser to enter
into the Merger Agreement and, therefore, the Stockholder is willing to enter
into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

ARTICLE I

TENDER OF SHARES

Section 1.01 Tender of Shares. The Stockholder agrees to promptly (and, in
any event, not later than two Business Days prior to the scheduled expiration
date of the Offer) tender or cause to be tendered into the Offer, pursuant to
and in accordance with the terms of the Offer, and not withdraw or cause to be
withdrawn (except following the termination of the Offer in accordance with its
terms), all of the Shares. The Stockholder acknowledges and agrees that
Purchaser's obligation to accept for payment shares of Common Stock in the
Offer, including any Shares tendered by a Stockholder, is subject to the terms
and conditions of the Merger Agreement and the Offer.

ARTICLE II

VOTING AGREEMENT

Section 2.01 Voting Agreement. The Stockholder hereby agrees that, from and
after the date hereof and until the date (the "Voting Termination Date") that is
the later of (i) the termination of the Merger Agreement in accordance with its
terms or (ii) the Option Termination Date (as defined below), if any, at any
meeting of the stockholders of the Company, however called, and in any action by
consent of the stockholders of the Company, the Stockholder shall vote (or cause
to be voted) all the Shares (i) in favor of adoption of the Merger Agreement,
the Merger and all the transactions contemplated by the Merger Agreement and
this Agreement and otherwise in such manner as may be necessary to consummate
the Merger; (ii) against any action, proposal, agreement or transaction that
would result in a breach of any covenant, obligation, agreement, representation
or warranty of the Company under the Merger Agreement or of the Stockholder
contained in this Agreement; and (iii) against any action, agreement,
transaction (other than the Merger Agreement or the transactions contemplated
thereby) or proposal (including any Takeover Proposal or Superior Proposal) that
could reasonably be expected to result in any of the conditions to the Company's
obligations under the Merger Agreement not being fulfilled or that is intended,
or could reasonably be expected, to impede, interfere, delay, discourage or
adversely affect the Merger Agreement, the Offer, the Merger or this Agreement.
Any vote by the Stockholder that is not in accordance with this Section 2.01
shall be considered null and void, and the provisions of Section 2.02 shall be
deemed to take immediate effect.

Section 2.02 Irrevocable Proxy. If, and only if, the Stockholder fails to
comply with the provisions of Section 2.01, the Stockholder hereby agrees that
such failure shall result, without any further action by the Stockholder
effective as of the date of such failure, in the constitution and appointment of
Parent and each of its executive officers from and after the date of such
determination until the Voting Termination Date (at which point such
constitution and appointment shall automatically be revoked) as the
Stockholder's attorney, agent and proxy (such constitution and appointment, the
"Irrevocable Proxy"), with full power of substitution, to vote and otherwise act
with

2

respect to all the Shares at any meeting of the stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed
meeting), and in any action by written consent of the stockholders of the
Company, on the matters and in the manner specified in Section 2.01. THIS PROXY
AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON
TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS
AGREEMENT. The Stockholder hereby revokes all other proxies and powers of
attorney with respect to all the Shares that may have heretofore been appointed
or granted, and no subsequent proxy or power of attorney shall be given (and if
given, shall not be effective) by the Stockholder with respect thereto. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the Stockholder and any obligation of the Stockholder under this
Agreement shall be binding upon the heirs, personal representatives, successors
and assigns of the Stockholder.

ARTICLE III

THE OPTION

Section 3.01 Grant of Option. The Stockholder hereby grants to Parent an
irrevocable option (each, an "Option" and, collectively, the "Options") to
purchase all of the Shares (the "Option Shares") at a purchase price per Share
(the "Purchase Price") equal to $35.00, less the value of any dividends per
Option Share declared or paid from and after the date of this Agreement through
the end of the Option Exercise Period and subject to adjustment pursuant to
Section 7.13(a), other than any dividends paid in accordance with clause (A) of
Section 8.2(b)(3) of the Merger Agreement.

Section 3.02 Payment of the Purchase Price. The Purchase Price shall be
payable by Parent in cash by wire transfer in immediately available funds to a
bank account to be designated by the Stockholder in a written notice to Parent
at least two Business Days prior to the Closing Date (as defined below).

Section 3.03 Exercise of Option.
------------------

(a) If either (i) a Termination Fee has been paid or is payable
pursuant to Section 10.3 of the Merger Agreement, (ii) the Merger Agreement is
terminated as a result of the failure to satisfy the Minimum Condition (as
defined in the Merger Agreement) to the Offer and at or prior to the time of
such termination it has become publicly known that a Takeover Proposal has been
made or (iii) if a Subsequent Amendment (as defined in the Merger Agreement) is
received by the Company or becomes publicly known, then each of the Options
shall become exercisable by Parent for a period (the "Option Exercise Period")
commencing on the earlier of the date on which a Subsequent Amendment is
received by Company or becomes publicly known and the date on which the Merger
Agreement is terminated and ending at 11:59 p.m. (New York time) on the 30th day
following the date on which the Merger Agreement is terminated (the day on which
the Option Exercise Period ends, the "Option Termination Date"). The

3

Options shall be exercisable in whole but not in part, and in no event shall
Parent be permitted to exercise an Option with respect to the Shares unless
Parent concurrently exercises all Options to purchase the shares of Common Stock
subject to each Transaction Support Agreement from all stockholders who have
executed a Transaction Support Agreement.

(b) If Parent wishes to exercise the Options during the Option
Exercise Period, Parent shall send a written notice (the "Exercise Notice") to
the Stockholder of its intention to exercise the Stockholder's Option,
specifying the place, and, if then known, the time and the date (the "Closing
Date") of the closing of such purchase (the "Closing"). The Closing Date shall,
subject to satisfaction of the conditions in paragraph (d), occur on the later
of (i) the third Business Day after the date on which such Exercise Notice is
delivered and (ii) one Business Day following the expiration or termination of
the waiting period under the HSR Act applicable to the consummation of the
purchase and sale of the Shares hereunder.

(c) At the Closing, (i) the Stockholder shall deliver to Parent (or
its designee) the Shares by delivery of a certificate or certificates evidencing
such Shares duly endorsed to Parent or accompanied by stock powers duly executed
in favor of Parent, with all necessary stock transfer stamps affixed, and (ii)
Parent shall pay for the Shares in accordance with Section 3.02.

(d) The Closing shall be subject to the satisfaction or, in the
case of clause (iii) below, waiver by the Stockholder of each of the following
conditions:

(i) no Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law that is then in effect and no
order of any Governmental Authority shall have been entered or be in
effect, in either case that has the effect of making the acquisition of the
Shares by Parent illegal or otherwise restricting, preventing or
prohibiting consummation of the purchase and sale of the Shares pursuant to
the exercise of the Options; and

(ii) any waiting period under the HSR Act applicable to the
consummation of the purchase and sale of the Shares hereunder shall have
expired or been terminated.

(e) At the Closing, (i) the Stockholder will deliver good and valid
title to the Shares free and clear of any Liens and, upon delivery to Parent of
such Shares and payment for the Purchase Price therefor as contemplated herein,
Parent will receive good, valid and marketable title to the Shares free and
clear of any Liens, and (ii) Parent shall deliver to the Stockholder the
Purchase Price.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

4

The Stockholder hereby represents and warrants to Parent and to Purchaser
as follows:

Section 4.01 Organization, Authority and Qualification of the Stockholder.
The Stockholder is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization or formation and has all
necessary power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
The Stockholder is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of the Stockholder to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by the Stockholder, the
performance by the Stockholder of its obligations hereunder and the consummation
by the Stockholder of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of the Stockholder. This
Agreement has been duly and validly executed and delivered by the Stockholder
and (assuming due authorization, execution and delivery by Parent and Purchaser)
this Agreement constitutes a legal, valid and binding obligation of the
Stockholder enforceable against the Stockholder in accordance with its terms.

Section 4.02  No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not,
(i) conflict with or violate the certificate of incorporation and by-laws,
agreement of limited partnership, limited liability company agreement or
equivalent organizational documents, as the case may be, of the Stockholder,
(ii) assuming satisfaction of the requirements set forth in 4.02(b) below,
conflict with or violate any Law applicable to the Stockholder or by which any
property or asset of the Stockholder is bound or affected or (iii) result in any
breach of, or constitute a default (or event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any Shares (other than pursuant to this Agreement)
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation of the Stockholder,
except for any such conflicts, violations, breaches, defaults or other
occurrences that would not prevent or materially delay the ability of the
Stockholder to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement.

(b) The execution and delivery of this Agreement by the Stockholder
does not, and the performance of this Agreement by the Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with, or
notification to, any Governmental Authority, except (i) for applicable
requirements, if any, of the Exchange Act, Blue Sky Laws and the premerger
notification requirements of the HSR Act, and (ii) where the failure to obtain
such consents, approvals, authorizations

5

or permits, or to make such filings or notifications, would not prevent or
materially delay the ability of the Stockholder to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.

Section 4.03 Ownership of Shares. As of the date hereof, the Stockholder is
the record or beneficial owner of, and has good title to, the number of Shares
set forth on Schedule A hereto. Except as set forth on Schedule A, the Shares
are all the securities of the Company owned, either of record or beneficially,
by the Stockholder as of the date hereof and the Stockholder does not have any
option or other right to acquire any other securities of the Company. The Shares
owned by the Stockholder are owned free and clear of all Liens, other than any
Liens created by this Agreement. Except as provided in this Agreement, the
Stockholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares owned by the Stockholder.

Section 4.04 Absence of Litigation. As of the date of this Agreement, there
is no litigation, suit, claim, action, proceeding or investigation pending or,
to the knowledge of the Stockholder, threatened against the Stockholder, or any
property or asset of the Stockholder, before any Governmental Authority that
seeks to delay or prevent the consummation of the transactions contemplated by
this Agreement.

Section 4.05 Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Stockholder.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Each of Parent and Purchaser hereby severally but not jointly represents
and warrants to the Stockholder as to itself as follows:

Section 5.01 Organization, Authority and Qualification. Each of Parent and
Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all necessary power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. Each of Parent and
Purchaser is duly licensed or qualified to do business and is in good standing
in each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
prevent or materially delay the ability of Parent or Purchaser to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement. The execution and delivery of this Agreement by each of Parent and
Purchaser, the performance by each of Parent and Purchaser of its obligations
hereunder and the consummation by each of Parent and Purchaser of the
transactions contemplated hereby have been duly authorized by all requisite
action on the part of each of Parent and

6

Purchaser. This Agreement has been duly and validly executed and delivered by
each of Parent and Purchaser and (assuming due authorization, execution and
delivery by the Stockholder) this Agreement constitutes a legal, valid and
binding obligation of each of Parent and Purchaser enforceable against Parent
and Purchaser in accordance with its terms.

Section 5.02 No Conflict; Required Filings and Consents.
------------------------------------------

(a) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of Parent
and Purchaser shall not, (i) conflict with or violate the certificate of
incorporation and by-laws of Parent or Purchaser, (ii) assuming satisfaction of
the requirements set forth in Section 5.02(b) below, conflict with or violate
any Law applicable to Parent or Purchaser or by which any property or asset of
Parent or Purchaser is bound or affected or (iii) result in any breach of, or
constitute a default (or event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
of Parent or Purchaser, except for any such conflicts, violations, breaches,
defaults or other occurrences that would not prevent or materially delay the
ability of Parent or Purchaser to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.

(b) The execution and delivery of this Agreement by each of Parent
and Purchaser do not, and the performance of this Agreement by each of Parent
and Purchaser shall not, require any consent, approval, authorization or permit
of, or filing with, or notification to, any Governmental Authority, except (i)
for applicable requirements, if any, of the Securities Act, the Exchange Act,
Blue Sky Laws and the premerger notification requirements of the HSR Act, and
(ii) where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or
materially delay the ability of Parent or Purchaser to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.

ARTICLE VI

COVENANTS OF THE STOCKHOLDER

Section 6.01 No Disposition or Encumbrance of Shares. The Stockholder
hereby agrees that, except as contemplated by this Agreement, the Stockholder
shall not (i) sell, transfer, tender (except into the Offer), pledge, assign,
contribute to the capital of any entity, hypothecate, give or otherwise dispose
of, grant a proxy or power of attorney with respect to (other than the
Irrevocable Proxy), deposit into any voting trust, enter into any voting
agreement, or create or permit to exist any Liens of any nature whatsoever
(other than pursuant to this Agreement) with respect to, any of the Shares (or
agree or consent to, or offer to do, any of the foregoing), or (ii) take any
action that would make any representation or warranty of the Stockholder herein
untrue or

7

incorrect in any material respect or have the effect of preventing or disabling
the Stockholder from performing the Stockholder's obligations hereunder.

Section 6.02 No Solicitation of Transactions. The Stockholder shall not,
directly or indirectly, through any director, officer, affiliate, employee,
representative, agent or otherwise, (i) solicit, initiate, endorse, accept or
encourage the submission of any Takeover Proposal, or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or otherwise cooperate in any way with respect to, or
participate in, assist, facilitate, endorse or encourage any proposal that
constitutes, or may reasonably be expected to lead to, a Takeover Proposal;
provided, however, that nothing herein shall prevent any director, officer or
stockholder of the Stockholder from acting in his or her capacity as a director
of the Company, or taking any action in such capacity (including at the
direction of the Company Board), but only in either such case as and to the
extent permitted by Section 8.5 of the Merger Agreement. The Stockholder shall,
and shall direct or cause its directors, officers, affiliates, employees,
representatives and agents to, immediately cease and cause to be terminated any
discussions or negotiations with any parties that may be ongoing with respect to
a Takeover Proposal.

Section 6.03 Further Action; Reasonable Best Efforts. Upon the terms and
subject to the conditions hereof, Parent, Purchaser and the Stockholder shall
use their reasonable best efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement.

Section 6.04 Information for Offer Documents and Proxy Statement;
Disclosure. The Stockholder covenants and agrees that none of the information
relating to the Stockholder and its affiliates for inclusion in the Schedule
14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been
furnished to Parent by the Stockholder for inclusion in such documents will, at
(i) the time the Schedule 14D-9 or the Proxy Statement (or any amendment or
supplement thereto) is first filed with the SEC or mailed to stockholders of the
Company or (ii) the time of the Company Stockholders Meeting (in the case of
information included in the Proxy Statement), contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Stockholder agrees
to permit Parent and Purchaser to publish and disclose in the Offer Documents
and, if applicable, the Proxy Statement and any related filings under applicable
securities Laws the Stockholder's identity and ownership of Shares and the
nature of its commitments, arrangements and understandings under this Agreement
and any other information regarding the Stockholder as required by applicable
Law.

ARTICLE VII

MISCELLANEOUS

8

Section 7.01 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 7.01):

(a)      if to the Stockholder:

PO Box 9066590
San Juan, PR  00906-6590

(b)      if to Parent or Purchaser:

c/o CEMEX
590 Madison Avenue 41st Floor
New York, NY  10022
Telecopy:(212) 317-6047
Attention: Jill Simeone

and

CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, NL, Mexico  64000
Telecopy:011-52818-328-3082
Attention: Ramiro Villarreal

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Facsimile No:(212) 735-2000
Attention:  Randall H. Doud

and

Rivera, Tulla & Ferrer
50 Quisqueya Street
San Juan, Puerto Rico  00917
Telecopy:(787) 767-5784
Attention: Eric Tulla

Section 7.02 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in

9

full force and effect so long as the economic or legal substance of the
transactions contemplated hereby and by the Merger Agreement are not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that such transactions be consummated as originally
contemplated to the fullest extent possible.

Section 7.03 Entire Agreement; Assignment. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. This
Agreement shall not be assigned by operation of law or otherwise, except that
Parent and Purchaser may assign all or any of their rights and obligations
hereunder to any wholly owned subsidiary of Parent, provided that no such
assignment shall relieve Parent or Purchaser of its obligations hereunder.

Section 7.04 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and, except as set forth in
Section 7.10 hereof, nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

Section 7.05 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or in equity.

Section 7.06 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State (other than those
provisions set forth herein that are required to be governed by the Corporation
Law of the Commonwealth of Puerto Rico). All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined exclusively in
any New York state or federal court sitting in the Borough of Manhattan of The
City of New York. The parties hereto hereby (a) submit to the exclusive
jurisdiction of any state or federal court sitting in the Borough of Manhattan
of The City of New York for the purpose of any action arising out of or relating
to this Agreement brought by any party hereto, and (b) irrevocably waive, and
agree not to assert by way of motion, defense, or otherwise, in any such action,
any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that the action is brought in an inconvenient forum, that the venue
of the action is improper, or that this Agreement may not be enforced in or by
any of the above-named courts.

Section 7.07 Waiver of Jury Trial. Each of the parties hereto hereby waives
to the fullest extent permitted by applicable Law any right it may have to a
trial

10

by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement. Each of the parties hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the others hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this Section 7.07.

Section 7.08 Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

Section 7.09 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

Section 7.10 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto. Notwithstanding the
foregoing, the provisions of this Agreement shall not be amended without the
prior written consent of the Company.

Section 7.11 Waiver. Any party to this Agreement may (i) extend the time
for the performance of any obligation or other act of any other party hereto,
(ii) waive any inaccuracy in the representations and warranties of another party
contained herein or in any document delivered pursuant hereto and (iii) waive
compliance with any agreement of another party contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

Section 7.12 Costs and Expenses of This Agreement and the Merger Agreement.
All costs and expenses of the parties hereto, including, without limitation,
fees and disbursements of counsel, financial advisors and accountants, incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses, whether or not the
Closing shall have occurred.

Section 7.13  Adjustments.
-----------

(a) In the event (i) of any increase or decrease or other change in
the Shares by reason of stock dividend, stock split, recapitalizations,
combinations, exchanges of shares or the like or (ii) that a Stockholder becomes
the beneficial owner of any additional shares of Common Stock or other
securities of the Company, then (x) the terms of this Agreement shall apply to
the shares of capital stock and other securities of the Company held by the
Stockholder immediately following the effectiveness of the events described in
clause (i), or the Stockholder becoming the beneficial owner thereof

11

pursuant to clause (ii), and (y) the Purchase Price shall be equitably adjusted
to reflect the impact of any event described in clause (i).

(b) The Stockholder hereby agrees to promptly notify Parent and
Purchaser of the number of any new Shares or other securities acquired by the
Stockholder, if any, after the date hereof.

[Remainder of Page Intentionally Left Blank.]

12

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

CEMEX, S.A. DE C.V.

By:  /s/ Hector Medina
------------------------------------
Name:  Hector Medina
Title: Executive Vice President

TRICEM ACQUISITION, CORP.

By:  /s/ Philippe Gastone
------------------------------------
Name:  Philippe Gastone
Title: Vice-President

ALFRA INVESTMENT CORPORATION

By:  /s/ Antonio Luis Ferre
------------------------------------
Name:  Antonio Luis Ferre
Title: Chairman

Schedule A

Number of Shares of Common Stock
--------------------------------

3,800

EXHIBIT (d)(6)

May 24, 2002

Cemex, Inc.
Avenida Constitucion 444
PTE. 6400 Monterrey, N.L., Mexico

Attention:        Mr. Philippe Gastone
Senior Vice President

Dear Mr. Gastone:

UBS Warburg, LLC ("UBSW") is acting as financial advisor to Puerto Rican
Cement Company, Inc., a Puerto Rico corporation ("PRCC"), in connection with a
possible transaction involving PRCC and Cemex, Inc. ("Cemex") by way of merger,
sale of assets or stock, or otherwise (the "Proposed Transaction"). Each of PRCC
and Cemex may furnish certain confidential nonpublic information to each other
in order to assist the other party in making an evaluation of the Proposed
Transaction. Each party hereto, in consideration of the other party's agreement
to furnish information to it (each party furnishing such information shall be
hereinafter referred to, with respect to such information, as the "Disclosing
Party" and each party receiving such information shall be hereinafter referred
to, with respect to such information, as the "Receiving Party"), agrees, as set
forth below, to treat any information whether so provided before or after the
date of this Confidentiality Agreement (this "Agreement") in connection with the
Proposed Transaction, whether such information is written or oral or otherwise
recorded, and whether or not such information is specifically identified as
"confidential," that is learned in connection with visits to the Disclosing
Party's facilities or otherwise communicated or furnished to a Receiving Party
by a Disclosing Party or on behalf of a Disclosing Party by a Representative (as
hereinafter defined) (such information being herein collectively referred to as
the "Evaluation Material") in accordance with the provisions of this Agreement
and to take or abstain from taking certain other actions herein set forth.

The term "person" as used in this Agreement shall be broadly interpreted to
include the media and any other corporation, partnership, group, individual or
other entity.

The term "Evaluation Material" shall also include all analyses,
compilations, forecasts, studies or other material prepared by a Receiving Party
or any of its affiliates, directors, officers, employees or subsidiaries, or any
person identified on Schedule A hereto or such additional persons as to which
prior notice of such person's identity is given to the other party hereto
(collectively, the "Representatives") containing, based on or reflecting any
confidential non-public information furnished by a Disclosing Party or any of
its Representatives. Notwithstanding the foregoing, the term "Evaluation
Material" shall not include information that (i) is or becomes generally
available to the public, other than as a result of a disclosure by a Receiving
Party or any of its Representatives in violation of this Agreement, or (ii) is
already or becomes available to a Receiving Party from a source other than the
Disclosing Party or its Representatives, provided that such source is not known
by such Receiving Party to be in breach of a confidentiality agreement with or
other obligation of secrecy to the Disclosing Party or a third person.

Each Receiving Party hereby agrees to use the Evaluation Material solely
for the purpose of evaluating the Proposed Transaction involving the parties
hereto and agrees to keep such information confidential, to treat it with the
same degree of care it uses in protecting its own confidential and proprietary
data, not to use it in any way detrimental to the Disclosing Party and not to
disclose it, directly or indirectly, in any manner

whatsoever; provided, however, that (i) any of such information may be
disclosed by a Receiving Party to those of its Representatives who need to know
such information for the purpose of evaluating the Proposed Transaction
involving the parties hereto (it being understood that such Representatives
shall be informed of the confidential nature of such information and shall be
directed to treat such information confidentially), (ii) any disclosure of such
information may be made if a Disclosing Party consents previously in writing,
and (iii) any disclosure of such information may be made as otherwise required
by law in the written opinion of counsel to the Receiving Party (including,
without limitation, pursuant to any federal or state securities laws or pursuant
to any legal, regulatory or legislative proceeding) or as contemplated by the
following sentence (the "Legal Exception"). In the event that a Receiving Party
or any of its Representatives receives a request to disclose all or any part of
the information contained in such Evaluation Material under the terms of a valid
and effective subpoena, order, civil investigative demand or similar process or
other written request issued by a court of competent jurisdiction or by a
federal, state or local, foreign or domestic, governmental or regulatory body or
agency, such Receiving Party agrees to the extent practicable to (A) promptly
notify the Disclosing Party of the existence, terms and circumstances
surrounding such request, (B) consult with the Disclosing Party on the
advisability of taking legally available steps to resist or narrow such request,
and (C) only disclose the information requested after complying with clauses (A)
and (B) and exercising reasonable effort (if so requested by the Disclosing
Party and at the Disclosing Party's sole expense) to obtain, to the extent
practicable, an order or other reliable assurance that confidential treatment
will be accorded to such portion of any disclosed information as the Disclosing
Party may designate.

Each Receiving Party hereby assumes responsibility for all damages
resulting from any breach of this Agreement by any of its Representatives or
former Representatives. Each Receiving Party also agrees to take all reasonable
measures to restrain its Representatives or former Representatives from
prohibited or unauthorized disclosure or use of the Evaluation Materials. Each
Receiving Party hereby acknowledges that it is aware, and that it will advise
its Representatives who are informed as to the matters that are the subject of
this Agreement, that the United States securities laws prohibit any person who
has received from an issuer material, non-public information concerning the
matters which are the subject of this Agreement from purchasing or selling
securities of such issuer or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities. In addition, except (i)
with the prior written consent of the other party hereto or (ii) as required or
permitted under the Legal Exception, each party hereto will not, and will direct
its Representatives not to, disclose to any person either (A) the existence of
this Agreement or that the Evaluation Material has been made available to it, or
(B) in the event that the parties hereto engage in discussions or negotiations
with each other or their Representatives, the fact that discussions or
negotiations are taking place concerning the Proposed Transaction between the
parties hereto or any of the terms, conditions or other facts with respect to
any such Proposed Transaction, including the status thereof. If and to the
extent it is in the written opinion of counsel to a Receiving Party necessary or
advisable in litigation to support or defend actions taken by such Receiving
Party which are being reviewed or challenged in such proceedings, such Receiving
Party may disclose in such proceedings the matters described in the preceding
sentence and its analyses, compilations, forecasts, studies and other materials
relating to the Proposed Transaction that were prepared by such Receiving Party
and its Representatives. Each Receiving Party agrees to give the Disclosing
Party advance notice of any such disclosures to the extent practicable under the
circumstances.

In consideration of being furnished the Evaluation Material and in view
of the fact that the Evaluation Material consists of confidential and non-public
information, each party hereto agrees that, for a period of 18

months from the date of this Agreement, it and its affiliates and associates (as
defined in Rule l2b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended) shall not, directly or indirectly, without the
prior written consent of the Board of Directors of the other party hereto, (i)
in any manner acquire, agree to acquire or make any proposal to acquire any
securities or property of such other party or any of its subsidiaries, (ii)
make, or in any way participate, directly or indirectly, in any "solicitation"
of "proxies" (as such terms are used in the proxy rules of the Securities and
Exchange Commission) to vote, or seek to advise or influence any person with
respect to the voting of, any voting securities of such other party or any of
its subsidiaries, (iii) form, join or in any way participate in a "group"
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended) with respect to any voting securities of such other party or any of
its subsidiaries, (iv) otherwise act, alone or in concert with others, to seek
to control or influence the management, Board of Directors or policies of such
other party, (v) disclose any intention, plan or arrangement inconsistent with
the foregoing, or (vi) advise, assist or encourage any other persons in
connection with any of the foregoing. Notwithstanding the foregoing, it is
agreed that the foregoing restrictions will not prevent the Receiving Party's
investment bank from (i) engaging in brokerage, discretionary money management,
corporate finance, arbitrage and trading activities in the normal and usual
course of its business, (ii) acting on behalf of a person who engages in any of
the activities specified above in response to an unsolicited attempt by the
Receiving Party or any of its affiliates to acquire stock or assets of such
person, (iii) after the expiration of one year from the date hereof, acting on
behalf of a person unaffiliated with the Receiving Party who engages in any of
the activities specified above and (iv) arranging financing for any person
(other than a person on whose behalf it may not act pursuant to clause (iii)
above); provided that in each case set forth in clauses (i) through (iv) above,
none of the partners, officers or directors or employees of the Receiving
Party's investment bank involved in such representation shall utilize any
material non-public information that was derived from the Evaluation Material.
Each party hereto also agrees, for the period set forth in the last sentence of
this paragraph, not to (a) request the other party hereto or any of its
Representatives, directly or indirectly, that it be released from any provision
of this paragraph (including this sentence) or (b) take any action which might
require such other party to make a public announcement regarding the possibility
of a business combination or merger. If at any time during the period set forth
in the last sentence of this paragraph, either party is approached by any third
party concerning such party's or the third party's participation in any of the
activities described in clauses (i), (ii), (iii) or (iv) above, such party shall
inform such third party that such party is bound by certain confidentiality
obligations (without referring to this Agreement) and promptly inform the other
party of the nature of such contact and the parties thereto. Notwithstanding the
foregoing, nothing contained in this Agreement shall prevent one party hereto
from acquiring, or offering to acquire, any securities or assets of the other
party (the "Other Party") at any time after (i) the announcement or commencement
of a tender or exchange offer by an unrelated third party which, if consummated,
would give it ownership or control of 20% of more of the Other Party's
outstanding voting securities or (ii) the announcement by the Other Party that
it (or its Board of Directors) has agreed (including and agreement in principle)
to an acquisition of the Other Party or a substantial portion of its assets by a
third party or a merger or other business combination involving the Other Party
and a third party or a recapitalization or financial restructuring of the Other
Party. The agreements set forth in this paragraph shall terminate 18 months from
the date of this Agreement.

In the event the Parties do not enter into the Proposed Transaction, Cemex
agrees that for one year from the date of the signing of this Agreement, it
shall not to solicit for employment or employ any of the current employees of
PRCC to whom Cemex had been directly or indirectly introduced or otherwise had
contact with or of whom Cemex became aware as a

result of its consideration of the Proposed Transaction with PRCC so long as
they currently are employed by PRCC and for three months thereafter, or solicit
any current suppliers, customers, or clients of PRCC, during the period in which
there are discussions conducted pursuant hereto and for a period of one year
thereafter, without the prior written consent of PRCC; provided, however, that
nothing in this paragraph shall be deemed to prohibit Cemex from (a) hiring
employees of PRCC who contact Cemex on their own initiative or due to any
solicitation by Cemex for employment by means of general advertising not
specifically directed at employees of PRCC or (b) soliciting suppliers,
customers, clients, or accounts of PRCC in the ordinary course of Cemex's
business consistent with past practice or in connection with Cemex's past or
current relationship with PRCC or any of its subsidiaries or affiliates
(provided that Cemex does not discuss the Proposed Transaction, or discuss or
share any Evaluation Material, with any such suppliers, customers, clients, or
accounts).

Although each Disclosing Party has endeavored or will endeavor to include
in the Evaluation Material information known to it which it believes to be
relevant for the purpose of the Receiving Party's investigation, each Receiving
Party understands that neither the Disclosing Party nor any of its
Representatives has made or makes any representation or warranty either express
or implied as to the accuracy or completeness of the Evaluation Material. Each
Receiving Party agrees that neither the Disclosing Party nor any of its
Representatives shall have any liability to the Receiving Party or any of its
Representatives resulting from the use of the Evaluation Material.

All Evaluation Material disclosed by PRCC is and shall remain the property
of PRCC. All Evaluation Material disclosed by CEMEX is and shall remain the
property of CEMEX. Each Receiving Party agrees to redeliver or cause to be
redelivered promptly to the Disclosing Party upon request (and in no event later
than five business days after such request) all written or otherwise tangible
Evaluation Material provided to it by the Disclosing Party or its
Representatives and not to retain any copies, extracts or other reproductions,
in whole or in part, of such written or otherwise tangible material. All other
Evaluation Material and documents, memoranda, notes, other writings and
otherwise tangible materials whatsoever prepared by a Receiving Party or its
Representatives based, in whole or in part, on the information in the Evaluation
Material which were not provided to the Receiving Party or its Representatives
shall be destroyed, and such destruction shall be certified in writing to the
Disclosing Party by an authorized officer of the Receiving Party who shall have
supervised such destruction.

Each party hereto acknowledges and agrees that money damages would not
be a sufficient remedy for any breach by it of this Agreement, that the other
party hereto shall be entitled to equitable relief (including, without
limitation, and without posting security, injunction and specific performance)
as a remedy for any such breach or threatened breach, and that it shall not
oppose the granting of any such relief to such other party. Such remedy shall
not be deemed to be the exclusive remedy for a breach of this Agreement but
shall be in addition to all other remedies available to a party hereto for all
damages, costs and expenses (including reasonable attorneys' fees) incurred by
it in this regard.

Each party hereto agrees that unless and until a definitive agreement
with respect to the Proposed Transaction has been executed and delivered,
neither it nor the other party hereto will be under any legal obligation of any
kind whatsoever with respect to the Proposed Transaction or any other similar
such transaction by virtue of this Agreement or any written or oral expression
with respect to such a transaction by any of its Representatives or by any
Representatives thereof except, in the case of this Agreement, for the matters
specifically agreed to herein.

In the event that discussions between PRCC and Cemex are terminated by
either party for any reason whatsoever or for no reason prior to the

execution and delivery of a definitive agreement with respect to the Proposed
Transaction, Cemex agrees to pay all reasonable out-of-pocket costs, fees and
expenses incurred, directly or indirectly, by PRCC or its Representatives in
connection with the Proposed Transaction, including without limitation banking
and legal fees and expenses; provided, however, that Cemex shall not be
obligated to pay such costs, fees and expenses to PRCC if the discussions
between PRCC and Cemex are terminated by PRCC so that PRCC can negotiate a
similar transaction with another party.

This Agreement (except for the standstill paragraph above, which is not
subject to modification, waiver or release) may be modified, waived or released
only by a separate writing by the parties hereto expressly so modifying, waiving
or releasing this Agreement. Each party hereto acknowledges and agrees that no
failure or delay by the other party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other further exercise thereof or the
exercise of any right, power or privilege hereunder.

This Agreement is for the benefit of each of PRCC and Cemex and shall be
binding upon each others' successors in interest and assigns and shall inure to
the benefit of, and be enforceable by, each others' successors in interest and
assigns. This Agreement contains the sole and entire agreement between the
parties with respect to the subject matter hereof.

If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, the remainder of the
provisions of this Agreement shall remain in full force and effect. The parties
hereto shall endeavor in good faith negotiations to replace any invalid, illegal
or unenforceable provision with a valid, legal and enforceable provision, the
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provision.

This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which shall constitute the same
agreement.

This Agreement shall be governed and construed in accordance with the laws
of the State of New York applicable to contracts made, executed, delivered and
performed wholly within the State of New York without regard to the conflicts of
laws principles thereof. Each party hereto hereby (i) submits to the
jurisdiction of any state or federal court sitting in New York with respect to
matters arising out of or relating hereto, (ii) agrees that all claims with
respect to such matters may be heard and determined in an action or proceeding
in such state or federal court and in no other court, (iii) waives the defense
of an inconvenient forum, and (iv) agrees that a final judgment in any such
action or proceeding will be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

Please confirm that the foregoing is in accordance with your understanding
of our agreement by having a duly authorized officer of Cemex sign and return to
us a copy of this letter, whereupon this letter shall become a binding agreement
between the parties to this Agreement.

Very truly yours,

UBS Warburg LLC, on behalf of
Puerto Rican Cement Company, Inc.

By:  /s/ DAVID M. DICKSON JR.
-----------------------------
Name: David M. Dickson Jr.
Title: Managing Director

Accepted and agreed to as of the
date set forth above:

Cemex, Inc.

By:  /s/ JILL SIMEONE
-----------------------------
Name: Jill Simeone
Title: General Counsel

SCHEDULE A

Representatives of Puerto Rican Cement Company, Inc.

LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Parra, Del Valle, Frau & Limeres
PricewaterhouseCoopers, LLP
Totti & Rodriguez Diaz
UBS Warburg LLC

Representatives of Cemex, Inc.

Skadden, Arps, Slate Meagher & Flom, LLP
Goldman Sachs
KPMG