<PAGE>
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.
<PAGE>
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
-2-
<PAGE>
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, certi
