POPULAR NORTH AMERICA, INC. INTEREST CALCULATION AGENCY AGREEMENT

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Execution Copy

POPULAR NORTH AMERICA, INC.

INTEREST CALCULATION AGENCY AGREEMENT

INTEREST CALCULATION AGENCY AGREEMENT between Popular North America,

Inc., a Delaware corporation (the "Issuer"), and J.P. Morgan Trust Company,

National Association, dated as of June 23, 2004.

PRELIMINARY STATEMENT

1. The Issuer proposes to issue and sell its Medium-Term Notes,

Series F (the "Notes") from time to time under, and pursuant to, the terms of an

Indenture, dated as of October 1, 1991, as amended by the First Supplemental

Indenture, dated as of February 28, 1995, by the Second Supplemental Indenture,

dated as of May 8, 1997 and by the Third Supplemental Indenture, dated as of

August 5, 1999 (together, the "Indenture," the terms defined being used herein

as defined therein or in the Notes), among the Issuer, Popular, Inc., a Puerto

Rico corporation, 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 Cost of Funds Rate, the Commercial Paper

Rate, the Treasury Rate, the Certificate of Deposit 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.

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NOW, THEREFORE, the Issuer and J.P. Morgan Trust Company, National

Association hereby agree as follows:

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 Indenture) 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

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the Calculation Agent. The Calculation Agent shall determine if it is able and

willing to 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 given by it

and sent, delivered or directed to the Calculation Agent under, pursuant to or

as permitted by any provision of this Agreement shall be sufficient for purposes

of this Agreement if such communication i