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Interest Calculation Agency Agreement

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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.


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
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