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                                                                   EXHIBIT 10.32

                                 POPULAR, INC.
                       2005 INCENTIVE AWARD AND AGREEMENT

                                    SECTION 1

                                  Introduction

      Section 1.1. Purpose. Popular, Inc. (the "Corporation") has established
and maintains the 2004 Omnibus Incentive Plan (the "Plan") to, among others,
provide flexibility to the Corporation and its affiliates to attract, retain and
motivate their officers, executives and other key employees through the grant of
awards and to adjust its compensation practices to the best compensation
practices and corporate governance trends as they develop from time to time. The
Corporation hereby grants a Short-Term Annual Incentive Award and a Long-Term
Annual Incentive Award (the "Award") under the Plan to the person identified in
Section 3.

                                    SECTION 2

                                   Definitions

      When used in this Award, unless the context clearly requires a different
meaning, the following words and terms shall have the meanings set forth below.
Terms not otherwise defined herein shall have the meaning ascribed to them in
the Plan. Whenever appropriate, words and terms used in the singular shall be
deemed to include the plural, and vice versa, and the masculine gender shall be
deemed to include the feminine gender.

      Section 2.1. "Affiliate" shall mean any corporation or other form of
entity of which the Corporation owns, from time to time, directly or indirectly,
50% or more of the total combined voting power of all classes of stock or other
equity interests.

      Section 2.2. "Eligible Earnings" shall mean the Grantee's base salary
(prior to any deferrals under a cash or deferred compensation plan sponsored by
the Corporation or an Affiliate) paid during the Plan Year. From time to time
the Plan Administrator may, in its sole discretion, establish rules for
determining the amounts of Eligible Earnings for employees who become Grantees
other than on the first day of a Plan Year as well as any reduction of Eligible
Earnings as a result of paid leave of absences.

      Section 2.3. "Extraordinary Items" shall mean extraordinary, unusual
and/or non-recurring items of income and expenses.

      Section 2.4. "Net Income" for any Plan Year shall mean net income
excluding the effects of Extraordinary Items for that Plan Year.

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      Section 2.5. "Performance Goal" shall mean after-tax Net Income (prior to
change in accounting principle) for the 2005 Plan Year:

      (a)   "Corporate Performance Goal" = ___________* for Popular, Inc.

      (b)   "Circle Performance Goal" = __________* for the Popular Financial
            Holdings Circle

      Section 2.6. "Plan Administrator" shall mean the Compensation Committee of
the Board of Directors of the Corporation.

      Section 2.7. "Plan Year" shall be the 2005 calendar year.

      Section 2.8. "Restricted Period" shall mean the period of time during
which the shares of Restricted Stock are subject to forfeiture or restrictions
on transfer pursuant to Article VIII of the Plan.

      Section 2.9. "Restricted Stock" shall mean shares of the Corporation's
common stock, par value $6.00 per share, subject to forfeiture and restrictions
on transferability in accordance with Article VIII of the Plan.

                                    SECTION 3

                                Grantee of Award

      Section 3.1. Grantee of Award. An award is granted to Cameron E. Williams
(the "Grantee").

                                    SECTION 4

                                      Award

      Section 4.1. Short-Term Annual Incentive Award -- General

(a)   The Short-Term Annual Incentive Award of the Grantee shall be an amount
equal to the sum of the Grantee's:

      (i)   Corporate Performance Component, as described in Section 4.2.(a);
            plus

      (ii)  Circle Performance Component, as described in Section 4.2.(b); plus

      (iii) Individual Performance Component, as described in Section 4.2.(c).

(b)   The Plan Administrator may establish a method for adjusting the Short-Term
Annual Incentive Award of the Grantee if he was on an approved leave of absence
during the Plan Year and may establish different methods for different forms of
leave of absence.

* INFORMATION INTENTIONALLY OMITTED BECAUSE CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.

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      Section 4.2. Short-Term Annual Incentive Award -- Components

(a)   Corporate Performance Component: For the 2005 Plan Year, the Grantee's
Corporate Performance Component shall be an amount equal to a percentage of the
Grantee's Eligible Earnings, determined as follows:

<TABLE>
<CAPTION>
     % of Corporate            % of Eligible
    Performance Goal              Earnings
    ----------------           -------------
<S>                       <C>
      90% or less                    0%
Over 90% but under 100%             40%
          100%                      50%
          105%                      55%
       Over 105%          4% for every % over 105%
                                performance,
                               not to exceed
                                    75%
</TABLE>

(b)   Circle Performance Component: For the 2005 Plan Year, the Grantee's Circle
Performance Component shall be an amount equal to a percentage of the Grantee's
Eligible Earnings, determined as follows:

<TABLE>
<CAPTION>
      % of Circle         % of Eligible
    Performance Goal         Earnings
    ----------------      -------------
<S>                       <C>
      90% or less               0%
Over 90% but under 100%        40%
          100%                 45%
          105%                 50%
       Over 105%               55%
</TABLE>

(c)   Individual Performance Component: Based on the individual performance of
the Grantee during the Plan Year, the Plan Administrator may grant between 0%
and 10% of the Grantee's Eligible Earnings.

      Section 4.3. Long-Term Annual Incentive Award

(a)   The Long-Term Annual Incentive Award of the Grantee shall be an amount
      equal to a percentage of the Grantee's Eligible Earnings determined as
      follows:

<TABLE>
<CAPTION>
     % of Corporate            % of Eligible
    Performance Goal              Earnings
    ----------------           -------------
<S>                       <C>
      90% or less                     0%
Over 90% but under 100%              50%
          100%                      100%
          105%                      105%
       Over 105%          4% for every % over 105%
                                performance,
                               not to exceed
                                    125%
</TABLE>

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(b)   The Plan Administrator may establish a method for adjusting the Long-Term
      Annual Incentive Award of the Grantee if he was on an approved leave of
      absence during the Plan Year and may establish different methods for
      different forms of leave of absence.

                                    SECTION 5

                                Payment of Award

      Section 5.1 Short-Term Annual Incentive Award. The Short Term Annual
Incentive Award shall be payable in cash as soon as practicable after the Plan
Administrator has determined the amount of those Awards.

      Section 5.2. Long Term Annual Incentive Award.

(a)   The Long-Term Annual Incentive Award shall be paid in Restricted Stock to
      be purchased on the open market. The number of shares of Restricted Stock
      payable shall be based on the average price per share for all shares
      purchased by the Corporation to pay Awards approved concurrently by the
      Plan Administrator.

(b)   The restrictions on 40% of the Restricted Stock awarded to the Grantee
      will lapse upon the termination of Grantee's employment by reason of
      Approved Retirement or as may otherwise be provided under the Plan.

(c)   The restrictions on the remaining 60% of the Restricted Stock awarded to
      the Grantee will lapse on the earlier of: i) termination of the Grantee's
      employment by reason of Approved Retirement; or ii) as provided below:

<TABLE>
<CAPTION>
Period of Time After the End   % of Award Free
  of the Performance Cycle     of Restrictions
----------------------------   ---------------
<S>                            <C>
          1 year                     12%
          2 years                    12%
          3 years                    12%
          4 years                    12%
          5 years                    12%
</TABLE>

(d)   The shares of Restricted Stock awarded to the Grantee herein may not be
      sold, assigned, transferred, pledged, hypothecated or otherwise encumbered
      by the Grantee during the Restricted Period, except as may be provided
      under the Plan.

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(e)   For the consequences of the termination of employment with respect to the
      shares of Restricted Stock awarded to the Grantee, which may result in the
      forfeiture of such shares of Restricted Stock, please refer to Article
      VIII of the Plan and to the Prospectus of the Plan.

(f)   Dividends paid on the Restricted Stock may be reinvested in shares of
      common stock of the Corporation, par value $6.00 per share, under the
      Corporation's Dividend Reinvestment and Stock Purchase Plan by completing
      and signing the DRIP Election contained at the end of this Award.

(g)   The Restricted Stock shall be held in custody by the Trust Division of
      Banco Popular de Puerto Rico. The Grantee shall have the right to vote the
      Restricted Stock.

                                    SECTION 6

                               Tax Considerations

      Section 6.1. Certain Income Tax Considerations. The granting of the Award
may have certain income tax considerations to the Grantee, which are generally
described in the Prospectus of the Plan, a copy of which is attached hereto.

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                                    SECTION 7

                                  Miscellaneous

      Section 7.1. The Plan. This Award is subject to the terms of the Plan, a
copy of which is attached hereto.

      Section 7.2. Controlling Law. The laws of the Commonwealth of Puerto Rico
shall be controlling in all matters relating to this Award.

      Section 7.3. Titles and Captions. Titles and captions in this document are
used only for convenience and are not to be used in the interpretation of this
Award.

IN WITNESS WHEREOF, Popular, Inc. and the Grantee have executed this Long-Term
Annual Incentive Award and Agreement as of the 22nd day of February of 2005.

      POPULAR, INC.                                  GRANTEE

  /s/ Tere Loubriel                                 /s/ Cameron E. Williams
-------------------------------                   ------------------------------
By: Tere Loubriel                                 By: Cameron E. Williams
Title: Executive Vice President                   Date: 2/22/05
       People, Communications & Planning
Date: 2/22/05

                                  DRIP ELECTION

I hereby authorize and direct that all cash dividends on all the shares of
Restricted Stock granted to me under this Award, and on all the Common Stock
that may be subsequently acquired with such cash dividends, be invested in the
purchase of additional shares of Common Stock of the Corporation in accordance
with the provisions of the Popular, Inc. Dividend Reinvestment and Stock
Purchase Plan.

   /s/ Cameron E. Williams                            2/22/05
-------------------------------                   ------------------------------
Grantee's Signature                               Date

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