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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
