Re-capitalization through the purchase of ordinary shares and 12.5% preference shares in Citizens Bank Limited

FINSAC owns 84% of the ordinary shares of Citizens Bank Limited

Additional funding provided for liquidity and solvency in the form of non-performing loans purchase

The Preference Shares entitle the holder to be paid out of profits at a preferential dividend on the paid up capital at a rate of 12.5% per annum until September 30, 2004, and thereafter at 17.5% per annum or a rate equivalent to the weighted average yield applicable to the most recent preceding six month Treasury Bill tender, whichever is lower.

No further shares ranking as to dividend or repayment of capital in priority to or pari pasu with the 12.5% preference shares or any voting shares or redeemable shares of any kind shall be created or issued except with the consent or sanction of the holders of the said 12.5% Preference Shares.

The company may by resolution of the directors, at its sole option, redeem all or any of the 12.5% Preference Shares at the redemption price of not less than the sum of the paid up capital thereon and the redemption premium.

Redemption may only be made from the proceeds of a new issue of ordinary or preference shares which qualify as Tier 1 Capital as designated by the Bank of Jamaica and the Board of Governors of the Federal Reserve System.

FINSAC Appointed Directors: R. Danny Williams (Chairman); Maurice Clarke; Karl Chantrelle; Lascelles Perry