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:



{PAGE}



                                   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



{PAGE}



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.

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