5% Uses in Capitalization Clause

Capitalization from Exchange Agreement

WHEREAS, the United States Department of the Treasury (the "Investor") has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the "CPP Preferred Stock") from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the "Capitalization Date") is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemp tive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company ("Common Stock") or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holder's primary address are set forth on Schedule B.

Capitalization from Exchange Agreement

WHEREAS, the United States Department of the Treasury (the "Investor") has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the "CPP Preferred Stock") from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the "Capitalization Date") is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company ("Common Stock") or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holder's primary address are set forth on Schedule B.

Capitalization from Exchange Agreement

WHEREAS, the United States Department of the Treasury (the "Investor") has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the "CPP Preferred Stock") from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the "Capitalization Date") is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company ("Common Stock") or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holder's primary address are set forth on Schedule B.

Capitalization from Exchange Agreement

WHEREAS, the United States Department of the Treasury (the Investor) has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the CPP Preferred Stock) from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program (CPP);

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the Capitalization Date) is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company (Common Stock) or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holders primary address are set forth on Schedule B.

Capitalization

WHEREAS, the United States Department of the Treasury (the "Investor") has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the "CPP Preferred Stock") from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the "Capitalization Date") is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to n o preemptive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company ("Common Stock") or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holder's primary address are set forth on Schedule B.

Capitalization

WHEREAS, the United States Department of the Treasury (the "Investor") has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the "CPP Preferred Stock") from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the "Capitalization Date") is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to n o preemptive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company ("Common Stock") or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holder's primary address are set forth on Schedule B.

Capitalization from Exchange Agreement

WHEREAS, the United States Department of the Treasury (the Investor) has purchased shares of preferred stock or has acquired shares of preferred stock through the exercise of warrants or the exchange of other securities (collectively, the CPP Preferred Stock) from eligible financial institutions which elected to participate in the Troubled Asset Relief Program Capital Purchase Program (CPP);

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the Capitalization Date) is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire common stock of the Company (Common Stock) or other capital stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other capital stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock or other capital stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B. Each holder of 5% or more of any class of capital stock of the Company and such holders primary address are set forth on Schedule B.

Capitalization from Exchange Agreement

EXCHANGE AGREEMENT, dated as of August 21, 2009 (this Agreement) by and among Popular, Inc., a Puerto Rico corporation (the Company), Popular Capital Trust III (the Trust), a Delaware statutory trust created under the Delaware Statutory Trust Act (as defined in the Trust Agreement), and the United States Department of the Treasury (the Investor). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the date hereof (the Capitalization Date) is set forth on Schedule A. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). Except as provided in the Warrant, as of the date hereof, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire Common Stock that is not reserved for issuance as specified on Schedule A, and the Company has not made any other commitment to authorize, issue or sell any Common Stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule A and (ii) shares disclosed on Schedule A.