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Execution Copy
POPULAR, INC.
INTEREST CALCULATION AGENCY AGREEMENT
INTEREST CALCULATION AGENCY AGREEMENT between Popular, Inc. a
Puerto
Rico corporation (the "Issuer"), and J.P. Morgan Trust Company,
National
Association, dated as of June 30, 2004.
PRELIMINARY STATEMENT
1. The Issuer proposes to issue and sell its Medium-Term
Notes,
Series 5 (the "Notes") from time to time under, and pursuant to,
the terms of an
Indenture, dated as of February 15, 1995, as supplemented by the
First
Supplemental Indenture dated as of May 8, 1997 and the Second
Supplemental
Indenture dated as of August 5, 1999 (together the "Indenture,"
the terms
defined being used herein as defined therein or in the Notes),
between the
Issuer and J.P. Morgan Trust Company, National Association
(successor in
interest to Bank One, N.A.), as trustee thereunder (acting in
such capacity, the
"Trustee"), as Successor Trustee to Citibank, N.A.
2. The Issuer desires to appoint an agent of the Issuer to
calculate the base rates applicable to those Notes on which
interest is to
accrue at a variable or floating rate ("Floating Rate Notes"),
determined by
references to LIBOR, the 11th District Rate, the Commercial
Paper Rate, the
Treasury Rate, the CD Rate, the CMT Rate, the Prime Rate or the
Federal Funds
Rate (collectively, the "Base Rates") as are specified and
described in the
Floating Rate Notes, a copy of which is attached hereto as
Exhibit A.
NOW, THEREFORE, the Issuer and J.P. Morgan Trust Company,
National
Association hereby agree as follows:
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Section 1. Appointment of Calculation Agent. The Issuer hereby
appoints
J.P. Morgan Trust Company, National Association as Calculation
Agent (in such
capacity, the "Calculation Agent") of the Issuer with respect to
any Floating
Rate Notes to be issued by the Issuer under and pursuant to the
terms of the
Indenture, and the Calculation Agent hereby accepts its
obligations as set forth
in this Agreement upon the terms and conditions set forth
herein.
Section 2. Calculation of Base Rates. Unless otherwise specified
to the
Calculation Agent with respect to any particular Note, the
calculation date for
each applicable Interest Determination Date for any Note shall
be the earlier of
(i) the tenth calendar day after such Interest Determination
Date, or if any
such day is not a Business Day (as defined in the Notes) the
next succeeding
Business Day or (ii) the Business Day preceding the applicable
Interest Payment
Date or Maturity, as the case may be. The Calculation Agent
shall notify the
Issuer and the Trustee of such Base Rate on such calculation
date. If at any
time the Calculation Agent is not also acting as Trustee under
the Indenture,
the Issuer shall, upon the issuance of each Floating Rate Note
having a
different Base Rate or different Interest Determination Dates
than the Base Rate
or Interest Determination Dates for any prior Floating Rate
Note, notify such
Calculation Agent of such Interest Determination Dates and Base
Rate for such
Floating Rate Note.
Section 3. New Base Rates. If the Issuer proposes to issue
Floating
Rate Notes whose interest rate will be determined on a basis or
formula not
referred to above (a "New Base Rate"), the Issuer shall give a
description of
such New Base Rate to the Calculation Agent. The Calculation
Agent shall
determine if it is able and willing to
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calculate the New Base Rate and upon its agreement in writing to
do so the term
"Base Rate" shall be deemed to include the New Base Rate. If the
Calculation
Agent notifies the Issuer that it is not able or willing to
calculate the New
Base Rate, or that it is only willing to do so on the basis of
an increase of
its fees not acceptable to the Issuer, the Calculation Agent
shall have no
responsibility with respect to such New Base Rate and the Issuer
shall appoint a
different calculation agent to determine the New Base Rate.
Section 4. Fees and Expenses. The Calculation Agent shall be
entitled
to such compensation for its services under this Agreement as
may be agreed upon
with the Issuer, and the Issuer shall pay such compensation and
shall reimburse
the Calculation Agent for all reasonable expenses, disbursements
and advances
incurred or made by the Calculation Agent in connection with the
services
rendered by it under this Agreement, including reasonable legal
fees and
expenses, upon receiving an accounting therefor from the
Calculation Agent.
Section 5. Right and Liabilities of Calculation Agent. The
Calculation
Agent shall incur no liability for, or in respect of, any action
taken, omitted
to be taken or suffered by it in reliance upon any Floating Rate
Note,
certificate, affidavit, instruction, notice, request, direction,
order,
statement or other paper, document or communication reasonably
believed by it to
be genuine. Any order, certificate, affidavit, instruction,
notice, request,
direction, statement or other communication from the Issuer made
or
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