Form Of Shareholder Agreement

FORM OF SHAREHOLDER AGREEMENT


AGREEMENT dated as of December 30, 1996 (this "Agreement"), by and among BANPONCE CORPORATION ("BanPonce") and the SHAREHOLDERS of ROIG COMMERCIAL BANK ("RCB") listed as signatories hereto (the "Shareholders").


WHEREAS, BanPonce is prepared to enter into a merger agreement with RCB substantially in the form of Exhibit A hereto (the "Merger Agreement") simultaneously with the execution of this Agreement;


WHEREAS, BanPonce would not enter into the Merger Agreement unless the Shareholders entered into this Agreement;


WHEREAS, each of the Shareholders is a significant shareholder of RCB and will benefit directly and substantially from the Merger Agreement;


NOW, THEREFORE, in consideration of BanPonce's entry into the Merger Agreement, the Shareholders agree with BanPonce as follows:


1. Each of the Shareholders represents and warrants that he or she owns the number of shares of RCB set forth in his signature page (for each Shareholder, "his/her Owned Shares") free from any lien, encumbrance or restriction whatsoever, other than those identified in such signature page, and with full power to vote the Owned Shares without the consent or approval of any other person, other than those identified in such signature page.


2. E ...