<PAGE>


                    [Form of Floating Rate Medium-Term Note]

                               (Face of Security)

                  [IF A GLOBAL SECURITY, INSERT - THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                  [IF DTC IS THE DEPOSITARY, INSERT - UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO POPULAR, INC., OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

                  [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER.]



<PAGE>

REGISTERED NO. FLR___                                         CUSIP NO. _______


                                  POPULAR, INC.

                           MEDIUM-TERM NOTES, SERIES 5
                                 (Floating Rate)

         The following terms apply to this Security, as and to the extent shown
below:

PRINCIPAL AMOUNT:

STATED MATURITY DATE:

SPECIFIED CURRENCY:
U.S. dollars for all payments unless otherwise specified below:

     -        payments of principal and any premium:

     -        payments of interest:

     -        Exchange Rate Agent:


ORIGINAL ISSUE DATE*:

REGULAR RECORD DATE(S):

ORIGINAL ISSUE DISCOUNT SECURITY:

     -        Total Amount of OID:

     -        Yield to Maturity:

     -        Initial Accrual Period OID:

     -        OID Default Amount:

     -        Default Rate:

REDEMPTION COMMENCEMENT DATE:

REPAYMENT DATE(S):

REDEMPTION OR REPAYMENT PRICE(S):

BASE RATE:

     -        Commercial Paper Rate:

     -        Prime Rate:

     -        LIBOR:

              -        Moneyline Telerate LIBOR Page:

              -        Reuters Screen LIBOR Page:

              -        Index Currency:

     -        Treasury Rate:

     -        CMT Rate:

              -        Moneyline Telerate Page 7051:

              -        Moneyline Telerate Page 7052
                       (weekly/monthly)

              -        CMT Index Maturity

     -        CD Rate:

     -        Federal Funds Rate:

     -        11th District Rate:

________________

*        This date shall be the issue date of this Security, unless there is a
         Predecessor Security, in which case this date shall be the issue date
         of the first Predecessor Security.


                    (Face of Security continued on next page)
                                       -2-

<PAGE>

INDEX MATURITY:


SPREAD:


SPREAD MULTIPLIER:


INITIAL BASE RATE:


MAXIMUM RATE:


MINIMUM RATE:


INTEREST RESET PERIOD:

     -        if semi-annual, reset will occur in each of the following two
              months in each year:

     -        if annual, reset will occur in the following month in each year:

     -        otherwise, reset will occur daily, weekly, monthly or quarterly in
              each year as follows:

INTEREST RESET DATE(S): as provided in Section 3(a) on the reverse of this
Security (unless otherwise specified)

INTEREST DETERMINATION DATE(S): as provided in Sections 3(b) through 3(j), as
applicable, on the reverse of this Security (unless otherwise specified)

INTEREST PAYMENT DATE(S): unless otherwise specified, the third Wednesday of the
following:

     -        each of the 12 calendar months in each year

     -        each March, June, September and December in each year

     -        each of the following two calendar months in each year:

     -        the following calendar month in each year:

subject to the second paragraph under "Payments Due on a Business Day" below

CALCULATION DATE(S): as provided in Section 3(n) on the reverse of this Security
(unless otherwise specified)

CALCULATION AGENT:

OTHER TERMS:


                  Terms left blank or marked "N/A", "No", "None" or in a similar
manner do not apply to this Security except as otherwise may be specified.

                  Whenever used in this Security, the terms specified above that
apply to this Security have the meanings specified above, unless the context
requires otherwise. Other terms used in this Security that are not defined
herein but that are defined in the Indenture referred to in Section 1 on the
reverse of this Security are used herein as defined therein.

                  Popular, Inc., a corporation duly organized and existing under
the laws of the Commonwealth of Puerto Rico (hereinafter called the "Company",
which term includes any successor Person under the Indenture), for value
received, hereby promises


                    (Face of Security continued on next page)
                                       -3-


<PAGE>



to pay to _____________, or registered assigns, as principal the Principal
Amount on the Stated Maturity Date and to pay interest thereon, from the
Original Issue Date or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, on the Interest Payment Date(s) in
each year, commencing on the first such date that is at least 15 calendar days
after the Original Issue Date, and at the Maturity of the principal hereof, at a
rate per annum determined in accordance with the applicable provisions of
Section 3 on the reverse hereof, until the principal hereof is paid or made
available for payment. Notwithstanding the foregoing, interest on any principal
that is overdue shall be payable on demand.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the 15th calendar day (whether or not
a Business Day, as such term is defined in Section 3(n) on the reverse hereof)
next preceding such Interest Payment Date, unless otherwise provided on the face
hereof (a "Regular Record Date"). Any interest so payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to
be payable to the Holder on such Regular Record Date and such Defaulted Interest
either may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Security not less
than 10 days prior to such Special Record Date, or may be paid in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Security may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.

                  If this Security is issued with an original issue discount,
(i) if an Event of Default with respect to the Securities of this series shall
have occurred and be continuing, the amount of principal of this Security which
may be declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture, shall be determined in the manner set
forth under "OID Default Amount" on the face hereof, and (ii) in the case of a
default in payment of principal upon acceleration, redemption, repayment at the
option of the Holder or at the Stated Maturity Date hereof, in lieu of any
interest otherwise payable, the overdue principal of this Security shall bear
interest at a rate of interest per annum equal to the Default Rate stated on the
face hereof (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such acceleration, redemption,
repayment at the option of the Holder or Stated Maturity Date, as the case may
be, to the date payment has been made or duly provided for or such default has
been waived in accordance with the terms of the Indenture.

           CURRENCY OF PAYMENT

                  Payment of principal of (and premium, if any) and interest on
this Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency


                    (Face of Security continued on next page)
                                       -4-


<PAGE>



specified as such on the face of this Security unless, at the time of such
payment, such currency is not legal tender for the payment of public and private
debts in the country issuing such currency on the Original Issue Date, in which
case the Specified Currency for such payment shall be such coin or currency as
at the time of such payment is legal tender for the payment of public and
private debts in such country.

                  Except as provided in the next paragraph, any payment to be
made on this Security in a Specified Currency other than U.S. dollars will be
made in U.S. dollars if the Person entitled to receive such payment transmits a
written request for such payment to be made in U.S. dollars to the Trustee at
its Corporate Trust Office, Attention: Securities Processing Division, on or
before the fifth Business Day before the payment is to be made. Such written
request may be mailed, hand delivered, telecopied or delivered in any other
manner approved by the Trustee. Any such request made with respect to any
payment on this Security payable to a particular Holder will remain in effect
for all later payments on this Security payable to such Holder, unless such
request is revoked on or before the fifth Business Day before a payment is to be
made, in which case such revocation shall be effective for such and all later
payments. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date.

                  The U.S. dollar amount of any payment made pursuant to the
preceding paragraph will be determined by the Exchange Rate Agent based upon the
highest bid quotation received by the Exchange Rate Agent as of 11:00 A.M., New
York City time, on the second Business Day preceding the applicable payment
date, from three (or, if three are not available, then two) recognized foreign
exchange dealers selected by the Exchange Rate Agent in The City of New York, in
each case for the purchase by the quoting dealer, for U.S. dollars and for
settlement on such payment date of an amount of the Specified Currency for such
payment equal to the aggregate amount of such Specified Currency payable on such
payment date to all Holders of Securities of this or any other series who elect
to receive U.S. dollar payments on such payment date, and at which the
applicable dealer commits to execute a contract. If the Exchange Rate Agent
determines that two such bid quotations are not available on such second
Business Day, such payment will be made in the Specified Currency for such
payment. All currency exchange costs associated with any payment in U.S. dollars
on this Security will be borne by the Holder entitled to receive such payment,
by deduction from such payment.

                  Notwithstanding the foregoing, if any amount payable on this
Security is payable on any day (including at Maturity) in a Specified Currency
other than U.S. dollars, and if such Specified Currency is not available to the
Company on the two Business Days before such day, due to the imposition of
exchange controls, disruption in a currency market or any other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligation to pay such amount in such Specified Currency by making such payment
in U.S. dollars. The amount of such payment in U.S. dollars shall be determined
by the Exchange Rate Agent on the basis of the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") as of the latest day before the day on which such payment is to be


                    (Face of Security continued on next page)
                                       -5-


<PAGE>


made. Any payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not constitute an Event of
Default under the Indenture or this Security.

           MANNER OF PAYMENT - U.S. DOLLARS

                  Except as provided in the next paragraph, payment of any
amount payable on this Security in U.S. dollars will be made at the office or
agency of the Company maintained for that purpose in The City of New York (or at
any other office or agency maintained by the Company for that purpose), against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date); provided, however, that, at the option of the Company
and subject to the next paragraph, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

                  Payment of any amount payable on this Security in U.S. dollars
will be made by wire transfer of immediately available funds to an account
maintained by the payee with a bank located in the Borough of Manhattan, The
City of New York, if (i) the principal of this Security is at least $10,000,000
and (ii) the Holder entitled to receive such payment transmits a written request
for such payment to be made in such manner to the Paying Agent at its Corporate
Trust Office, Attention: Securities Processing Division, on or before the
Regular Record Date preceding the day on which such payment is to be made;
provided that, in the case of any such payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date), this Security must be surrendered at the office or
agency of the Company maintained for that purpose in The City of New York (or at
any other office or agency maintained by the Company for that purpose) in time
for the Paying Agent to make such payment in such funds in accordance with its
normal procedures. Any such request made with respect to any payment on this
Security payable to a particular Holder will remain in effect for all later
payments on this Security payable to such Holder, unless such request is revoked
on or before the Regular Record Date preceding the day on which such payment is
to be made, in which case such revocation shall be effective for such and all
later payments; provided that in the case of any payment due at Maturity of the
principal of this Security to be effective any request for revocation must be
made no later than the 15th day prior to the Maturity of the principal of this
Security. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date. The Company will
pay any administrative costs imposed by banks in connection with making payments
by wire transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this
Security and may be deducted from the payment by the Company or the Paying
Agent.

                    (Face of Security continued on next page)
                                       -6-


<PAGE>

           MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES

                  Payment of any amount payable on this Security in a Specified
Currency other than U.S. dollars will be made by wire transfer of immediately
available funds to such account as is maintained in such Specified Currency at a
bank or other financial institution acceptable to the Company and the Trustee
and as shall have been designated at least five Business Days prior to the
applicable payment date by the Person entitled to receive such payment; provided
that, in the case of any such payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest
Payment Date), this Security must be surrendered at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other
office or agency maintained by the Company for that purpose) in time for the
Paying Agent to make such payment in such funds in accordance with its normal
procedures. Such account designation shall be made by transmitting the
appropriate information to the Trustee at its Corporate Trust Office in the
Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier
or in any other manner approved by the Trustee. Unless revoked, any such account
designation made with respect to this Security by the Holder hereof will remain
in effect with respect to any further payments with respect to this Security
payable to such Holder. If a payment in a Specified Currency other than U.S.
dollars with respect to this Security cannot be made by wire transfer because
the required account designation has not been received by the Trustee on or
before the requisite date or for any other reason, the Company will cause a
notice to be given to the Holder of this Security at its registered address
requesting an account designation pursuant to which such wire transfer can be
made and such payment will be made within five Business Days after the Trustee's
receipt of such a designation meeting the requirements specified above, with the
same force and effect as if made on the due date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire
transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this
Security and may be deducted from the payment by the Company or the Paying
Agent.

           MANNER OF PAYMENT - GLOBAL SECURITIES

                  Notwithstanding any provision of this Security or the
Indenture, if this Security is a Global Security, the Company may make any and
all payments of principal, premium and interest on this Security pursuant to the
Applicable Procedures of the Depositary for this Security as permitted in the
Indenture.

           PAYMENTS DUE ON A BUSINESS DAY

                  Unless otherwise specified on the face of this Security, the
following sentence shall apply to this Security. Notwithstanding any provision
of this Security or the Indenture other than the following paragraph, if any
amount of principal, premium or interest would otherwise be due on this Security
on a day (the "Specified Day") that is not a Business Day, such amount may be
paid or made available for payment on the next succeeding Business Day (unless
the Base Rate is LIBOR and such next succeeding


                    (Face of Security continued on next page)
                                       -7-


<PAGE>

Business Day falls in the next calendar month, in which case such amount may be
paid or made available for payment on the next preceding Business Day) with the
same force and effect as if such amount were paid on the Specified Day. The
provisions of this paragraph shall apply to this Security in lieu of the
provisions of Section 113 of the Indenture.

                  Unless otherwise specified on the face of this Security, the
following sentence shall apply to each Interest Payment Date other than one that
falls on the date of Maturity of the principal hereof. If any such Interest
Payment Date would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be deferred to the next succeeding Business Day, provided
that, if the Base Rate is LIBOR and the next succeeding Business Day would fall
in the next calendar month, then such Interest Payment Date will be advanced to
the next preceding Business Day.

                              --------------------

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


                    (Face of Security continued on next page)
                                       -8-


<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated:

                                           POPULAR, INC.


                                           By
                                              --------------------------------
                                              Name:
                                              Title:


                                           By
                                              --------------------------------
                                              Name:
                                              Title:



                                           Attest:
                                                  ----------------------------



                  This Security is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.



                                           J.P. MORGAN TRUST COMPANY, NATIONAL
                                           ASSOCIATION
                                           as Trustee


                                           By
                                             ----------------------------------
                                                      Authorized Officer




<PAGE>


                              (Reverse of Security)


                  1.       SECURITIES AND INDENTURE

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities") issued and to be issued in one
or more series under an Indenture, dated as of February 15, 1995, as
supplemented by the First Supplemental Indenture, dated as of May 8, 1997, and
the Second Supplemental Indenture, dated as of August 5, 1999 (together herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and J.P. Morgan Trust Company, National
Association (successor in interest to Bank One, N.A.), as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

                  2.       SERIES AND DENOMINATIONS

                  This Security is one of the series designated on the face
hereof, limited to an aggregate initial offering price not to exceed
$2,500,000,000 (or the equivalent thereof in any other currency or currencies or
currency units) less the aggregate initial offering price of "Securities" (as
defined in the Prospectus dated December 29, 2003 relating to debt securities
and preferred stock of the Company, Popular International Bank, Inc. and Popular
North America, Inc.) authenticated and delivered upon initial issuance, other
than the Securities of this series, which amount may be increased at the option
of the Company if in the future it determines that it may wish to sell
additional Securities of this series. References herein to "this series" mean
the series of securities designated on the face hereof.

                  The Securities of this series are issuable only in registered
form without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and any
integral multiples of $1,000. For each Security of this series having a
principal amount payable in a Specified Currency other than U.S. dollars, the
Authorized Denominations shall be the amount of such Specified Currency
equivalent, at the Exchange Rate on the first Business Day next preceding the
date on which the Company accepts the offer to purchase such Security, to $1,000
and any integral multiples of $1,000.

                  3.       INTEREST RATE

                  (a)      INTEREST RATE RESET. The interest rate on this
Security will be reset from time to time, as provided in this Section 3, and
each date upon which such rate is reset as so provided is hereinafter called an
"Interest Reset Date". Unless otherwise specified on the face hereof, the
Interest Reset Dates with respect to this Security will be as follows:


                  (Reverse of Security continued on next page)
                                      -10-
<PAGE>


                  (i) if the Interest Reset Period is daily, each Business Day;

                  (ii) if the Interest Reset Period is weekly and the Base Rate
         is not the Treasury Rate, the Wednesday of each week;

                  (iii) if the Interest Reset Period is weekly and the Base Rate
         is the Treasury Rate, except as otherwise provided in the definition of
         "Treasury Interest Determination Date" in Section 3(n) below, the
         Tuesday of each week;

                  (iv) if the Interest Reset Period is monthly and the Base Rate
         is not the 11th District Rate, the third Wednesday of each month;

                  (v) if the Interest Reset Period is monthly and the Base Rate
         is the 11th District Rate, the first calendar day of the month;

                  (vi) if the Interest Reset Period is quarterly, the third
         Wednesday of each March, June, September and December;

                  (vii) if the Interest Reset Period is semi-annual, the third
         Wednesday of each of two months in each year specified under "Interest
         Reset Period" on the face hereof; and

                  (viii) if the Interest Reset Period is annual, the third
         Wednesday of the month in each year specified under "Interest Reset
         Period" on the face hereof;

provided, however, that (x) the Base Rate in effect from the Original Issue Date
to but excluding the first Interest Reset Date will be the Initial Base Rate and
(y) if the Interest Reset Period is daily or weekly, the Base Rate in effect for
each day following the second Business Day immediately prior to an Interest
Payment Date to but excluding such Interest Payment Date, and for each day
following the second Business Day immediately prior to the day of Maturity of
the principal hereof to but excluding such day of Maturity, will be the Base
Rate in effect on such applicable second Business Day; and provided, further,
that, if any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the next succeeding day that is a
Business Day, except that, unless otherwise specified on the face hereof, if the
Base Rate is LIBOR and such next succeeding Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.

                  Subject to applicable provisions of law and except as
otherwise specified herein, on each Interest Reset Date the interest rate on
this Security shall be the rate determined in accordance with such of the
following Sections 3(b) through 3(j) as provided for determination of the Base
Rate for this Security. The Calculation Agent shall determine the interest rate
of this Security in accordance with the applicable Section below.

                  Unless the Base Rate is LIBOR, the Calculation Agent will
determine the interest rate of this Security that takes effect on any Interest
Reset Date on a day no later


                  (Reverse of Security continued on next page)
                                      -11-

<PAGE>

than the Calculation Date (as defined in Section 3(n) below) corresponding to
such Interest Reset Date. However, the Calculation Agent need not wait until the
Calculation Date to determine such interest rate if the rate information it
needs to make such determination in the manner specified in the applicable
provisions of Sections 3(b) through 3(j) hereof is available from the relevant
sources specified in such applicable provisions.

                  Upon request of the Holder to the Calculation Agent, the
Calculation Agent will provide the interest rate then in effect on this Security
and, if determined, the interest rate that will become effective on the next
Interest Reset Date.

                  (b)      DETERMINATION OF COMMERCIAL PAPER RATE. If the Base
Rate is the Commercial Paper Rate, the Base Rate that takes effect on any
Interest Reset Date shall equal the Money Market Yield (as defined in Section
3(n) below) of the rate, for the second Business Day immediately preceding such
Interest Reset Date (the "Commercial Paper Interest Determination Date"), for
commercial paper having the Index Maturity, as published in H.15(519) (as
defined in Section 3(n) below) under the heading "Commercial Paper -
Nonfinancial". If the Commercial Paper Rate cannot be determined as described
above, the following procedures will apply in determining the Commercial Paper
Rate:

                  (i) If the rate described above is not published in H.15(519)
         by 3:00 P.M., New York City time, on the Calculation Date (as defined
         in Section 3(n) below) corresponding to such Commercial Paper Interest
         Determination Date, then the Commercial Paper Rate will be the rate,
         for such Commercial Paper Interest Determination Date, for commercial
         paper having the Index Maturity, as published in H.15 Daily Update (as
         defined in Section 3(n) below) or any other recognized electronic
         source used for displaying that rate, under the heading "Commercial
         Paper - Nonfinancial".

                  (ii) If the rate described in clause (i) above does not appear
         in H.15(519), H.15 Daily Update or another recognized electronic source
         by 3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Commercial Paper Rate will be the Money
         Market Yield of the arithmetic mean of the following offered rates for
         U.S. dollar commercial paper that has the Index Maturity and is placed
         for an industrial issuer whose bond rating is "Aa", or the equivalent,
         from a nationally recognized rating agency: the rates offered as of
         11:00 A.M., New York City time, on such Commercial Paper Interest
         Determination Date by three leading U.S. dollar commercial paper
         dealers in New York City selected by the Calculation Agent.

                  (iii) If fewer than three dealers selected by the Calculation
         Agent are quoting as described in clause (ii) above, the Commercial
         Paper Rate shall be the Commercial Paper Rate in effect on such
         Commercial Paper Interest Determination Date (or, if the Initial Base
         Rate has been in effect for the prior Interest Reset Period, the
         Initial Base Rate).


                  (Reverse of Security continued on next page)
                                      -12-

<PAGE>

                  The Base Rate determined in accordance with this Section 3(b)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (c)      DETERMINATION OF PRIME RATE. If the Base Rate is the
Prime Rate, the Base Rate that takes effect on any Interest Reset Date shall
equal the rate, for the second Business Day immediately preceding such Interest
Reset Date (the "Prime Interest Determination Date"), published in H.15(519)
under the heading "Bank Prime Loan". If the Prime Rate cannot be determined as
described above, the following procedures will apply in determining the Prime
Rate:

                           (i) If the rate described above is not published in
                  H.15(519) by 3:00 P.M., New York City time, on the Calculation
                  Date corresponding to such Prime Interest Determination Date,
                  then the Prime Rate will be the rate, for such Prime Interest
                  Determination Date, as published in H.15 Daily Update or
                  another recognized electronic source used for the purpose of
                  displaying that rate, under the heading "Bank Prime Loan".

                           (ii) If the rate described in clause (i) above is not
                  published in H.15(519), H.15 Daily Update or another
                  recognized electronic source by 3:00 P.M., New York City time,
                  on such Calculation Date (unless the calculation is made
                  earlier and the rate is available from one of those sources at
                  that time), then the Prime Rate will be the arithmetic mean of
                  the following rates as they appear on the Reuters Screen US
                  PRIME 1 Page (as defined in Section 3(n) below): the rate of
                  interest publicly announced by each bank appearing on that
                  page as that bank's prime rate or base lending rate, as of
                  11:00 A.M., New York City time, on such Prime Interest
                  Determination Date.

                           (iii) If fewer than four of the rates referred to in
                  clause (ii) above appear on the Reuters Screen US PRIME 1
                  Page, the Prime Rate will be the arithmetic mean of the prime
                  rates or base lending rates, as of the close of business on
                  such Prime Interest Determination Date, of three major banks
                  in New York City selected by the Calculation Agent. For this
                  purpose, the Calculation Agent will use rates quoted on the
                  basis of the actual number of days in the year divided by a
                  360-day year.

                           (iv) If fewer than three banks selected by the
                  Calculation Agent are quoting as described in clause (iii)
                  above, the Prime Rate shall be the Prime Rate in effect on
                  such Prime Interest Determination Date (or, if the Initial
                  Base Rate has been in effect for the prior Interest Reset
                  Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(c)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (d)      DETERMINATION OF LIBOR. If the Base Rate is LIBOR,
the Base Rate that takes effect on any Interest Reset Date shall be LIBOR on the
corresponding


                  (Reverse of Security continued on next page)
                                      -13-

<PAGE>



LIBOR Interest Determination Date (as defined in Section 3(n) below) and shall
be determined in accordance with the following provisions:

                  LIBOR will be either of the following rates, whichever appears
on the face hereof:

                           (x) the offered rate appearing on the Moneyline
                  Telerate LIBOR Page (as defined in Section 3(n) below); or

                           (y) the arithmetic mean of the offered rates
                  appearing on the Reuters Screen LIBOR Page (as defined in
                  Section 3(n) below) unless that page by its terms cites only
                  one rate, in which case that rate;

in either case, as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date for deposits of the Index Currency having the Index Maturity
beginning on such Interest Reset Date. If no reference page is specified on the
face hereof, Moneyline Telerate LIBOR Page will apply to this Security:

                  (i) If Moneyline Telerate LIBOR Page is specified on the face
         hereof and the rate referenced in clause (x) above does not appear on
         that page, or if Reuters Screen LIBOR Page is specified on the face
         hereof and fewer than two of the rates referenced in clause (y) above
         appear on that page or no rate appears on any page on which only one
         rate normally appears, then LIBOR will be determined on the basis of
         the rates, at approximately 11:00 A.M., London time, on such LIBOR
         Interest Determination Date, at which deposits of the following kind
         are offered to prime banks in the London interbank market by four major
         banks in that market selected by the Calculation Agent: deposits of the
         Index Currency having the Index Maturity beginning on such Interest
         Reset Date and in a Representative Amount (as defined in Section 3(n)
         below). The Calculation Agent will request the principal London office
         of each such bank to provide a quotation of its rate. If at least two
         quotations are provided, LIBOR for such LIBOR Interest Determination
         Date will be the arithmetic mean of the quotations.

                  (ii) If fewer than two quotations are provided as described in
         clause (i) above, LIBOR for such LIBOR Interest Determination Date will
         be the arithmetic mean of the rates for loans of the following kind to
         leading European banks quoted, at approximately 11:00 A.M. in the
         principal financial center for the country issuing the Index Currency,
         on such LIBOR Interest Determination Date, by three major banks in that
         financial center selected by the Calculation Agent: loans of the Index
         Currency having the Index Maturity beginning on such Interest Reset
         Date and in a Representative Amount.

                  (iii) If fewer than three banks selected by the Calculation
         Agent are quoting as described in clause (ii) above, LIBOR will be the
         LIBOR in effect on such LIBOR Interest Determination Date (or, if the
         Initial Base Rate has been in effect for the prior Interest Reset
         Period, the Initial Base Rate).


                  (Reverse of Security continued on next page)
                                      -14-

<PAGE>

                  The Base Rate determined in accordance with this Section 3(d)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any. If the Base Rate is
LIBOR and no currency is specified on the face hereof as the Index Currency, the
Index Currency shall be U.S. dollars.

                  (e)      [RESERVED]

                  (f)      DETERMINATION OF TREASURY RATE. If the Base Rate is
the Treasury Rate, the Base Rate that takes effect on any Interest Reset Date
shall equal the rate for the auction on the corresponding Treasury Interest
Determination Date (as defined in Section 3(n) below) of direct obligations of
the United States ("Treasury Bills") having the Index Maturity, as that rate
appears on Moneyline Telerate Page 56 or 57 under the heading "Investment Rate".
If the Treasury Rate cannot be determined as described above, the following
procedures will apply in determining the Treasury Rate:

                  (i) If the rate described above does not appear on either
         Moneyline Telerate Page 56 or 57 at 3:00 P.M., New York City time, on
         the Calculation Date corresponding to such Treasury Interest
         Determination Date (unless the calculation is made earlier and the rate
         is available from that source at that time), the Treasury Rate will be
         the Bond Equivalent Yield (as defined in Section 3(n) below) of the
         rate, for such Treasury Interest Determination Date and for Treasury
         Bills having the Index Maturity, as published in H.15 Daily Update, or
         another recognized electronic source used for displaying that rate,
         under the heading "U.S. Government Securities/Treasury Bills/Auction
         High".

                  (ii) If the rate described in clause (i) above does not appear
         in H.15 Daily Update or another recognized electronic source by 3:00
         P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Treasury Rate will be the Bond Equivalent
         Yield of the auction rate, for such Treasury Interest Determination
         Date and for Treasury Bills having the Index Maturity, as announced by
         the U.S. Department of the Treasury.

                  (iii) If the auction rate described in clause (ii) above is
         not so announced by 3:00 P.M., New York City time, on such Calculation
         Date, or if no such auction is held for the relevant week, then the
         Treasury Rate will be the Bond Equivalent Yield of the rate, for such
         Treasury Interest Determination Date and for Treasury Bills having the
         Index Maturity, as published in H.15(519) under the heading "U.S.
         Government Securities/Treasury Bills/Secondary Market".

                  (iv) If the rate described in clause (iii) above does not
         appear in H.15(519) by 3:00 P.M., New York City time, on such
         Calculation Date, then the Treasury Rate will be the rate, for such
         Treasury Interest Determination Date and for Treasury Bills having the
         Index Maturity, as published in H.15 Daily Update, or another
         recognized electronic source used for displaying that


                  (Reverse of Security continued on next page)
                                      -15-


<PAGE>
           rate, under the heading "U.S. Government Securities/ Treasury Bills
           Secondary Market".

                      (v) If the rate described in clause (iv) above does not
           appear in H.15 Daily Update or another recognized electronic source
           by 3:00 P.M., New York City time, on such Calculation Date (unless
           the calculation is made earlier and the rate is available from one of
           those sources at that time), the Treasury Rate will be the Bond
           Equivalent Yield of the arithmetic mean of the following secondary
           market bid rates for the issue of Treasury Bills with a remaining
           maturity closest to the Index Maturity: the rates bid as of
           approximately 3:30 P.M., New York City time, on such Treasury
           Interest Determination Date, by three primary U.S. government
           securities dealers in New York City selected by the Calculation
           Agent.

                      (vi) If fewer than three dealers selected by the
           Calculation Agent are quoting as described in clause (v) above, the
           Treasury Rate shall be the Treasury Rate in effect on such Treasury
           Interest Determination Date (or, if the Initial Base Rate has been in
           effect for the prior Interest Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(f)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any, specified on the
face hereof.

                   (g) DETERMINATION OF CMT RATE. If the Base Rate is the CMT
Rate, the Base Rate that takes effect on any Interest Reset Date shall equal the
CMT Rate on the second Business Day immediately preceding such Interest Reset
Date (the "CMT Interest Determination Date"). "CMT Rate" means the following
rate displayed on the Designated CMT Moneyline Telerate Page (as defined in
Section 3(n) below) under the heading "- Treasury Constant Maturities", under
the column for the Designated CMT Index Maturity (as defined in Section 3(n)
below):

                   (x) if the Designated CMT Moneyline Telerate Page is
           Moneyline Telerate Page 7051, the rate for such CMT Interest
           Determination Date; or

                   (y) if the Designated CMT Moneyline Telerate Page is
           Moneyline Telerate Page 7052, the weekly or monthly average, as
           specified on the face hereof, for the week that ends immediately
           before the week in which such CMT Interest Determination Date falls,
           or for the month that ends immediately before the month in which such
           CMT Interest Determination Date falls, as applicable.

If the CMT Rate cannot be determined as described above, the following
procedures will apply in determining the CMT Rate:

                   (i) If the applicable rate described above is not displayed
           on the relevant Designated CMT Moneyline Telerate Page at 3:00 P.M.,
           New York City time, on the Calculation Date corresponding to such CMT
           Interest Determination


                  (Reverse of Security continued on next page)

                                      -16-
<PAGE>

           Date (unless the calculation is made earlier and the rate is
           available from that source at that time), then the CMT Rate will be
           the applicable Treasury constant maturity rate described above -
           i.e., for the Designated CMT Index Maturity and for either such CMT
           Interest Determination Date or the weekly or monthly average, as
           applicable - as published in H.15(519).

                   (ii) If the applicable rate described in clause (i) above is
           not published in H.15(519) by 3:00 P.M., New York City time, on such
           Calculation Date, then the CMT Rate will be the Treasury constant
           maturity rate, or other U.S. Treasury rate, for the Designated CMT
           Index Maturity and with reference to such CMT Interest Determination
           Date, that:

                (a)     is published by the Board of Governors of the Federal
                        Reserve System, or the U.S. Department of the Treasury,
                        and

                (b)     is determined by the Calculation Agent to be comparable
                        to the applicable rate formerly displayed on the
                        Designated CMT Moneyline Telerate Page and published in
                        H.15(519).

                   (iii) If the rate described in clause (ii) above is not
           published by 3:00 P.M., New York City time, on such Calculation Date,
           then the CMT Rate will be the yield to maturity of the arithmetic
           mean of the following secondary market offered rates for the most
           recently issued Treasury Notes (as defined in Section 3(n) below)
           having an original maturity of approximately the Designated CMT Index
           Maturity, having a remaining term to maturity of not less than the
           Designated CMT Index Maturity minus one year and in a Representative
           Amount: the offered rates, as of approximately 3:30 P.M., New York
           City time, on such CMT Interest Determination Date, of three primary
           U.S. government securities dealers in New York City selected by the
           Calculation Agent. In selecting such offered rates, the Calculation
           Agent will request quotations from five such primary dealers and will
           disregard the highest quotation - or, if there is equality, one of
           the highest - and the lowest quotation - or, if there is equality,
           one of the lowest.

                   (iv) If fewer than five but more than two such primary
           dealers are quoting as described in clause (iii) above, then the CMT
           Rate for such CMT Interest Determination Date will be based on the
           arithmetic mean of the offered rates so obtained, and neither the
           highest nor the lowest of such quotations will be disregarded.

                   (v) If the Calculation Agent is unable to obtain three
           quotations of the kind described in clause (iii) above, the CMT Rate
           will be the yield to maturity of the arithmetic mean of the following
           secondary market offered rates for Treasury Notes having an original
           maturity longer than the Designated CMT Index Maturity, having a
           remaining term to maturity closest to the Designated CMT Index
           Maturity and in a Representative Amount: the offered rates, as of
           approximately 3:30 P.M., New York City time, on such CMT Interest

                  (Reverse of Security continued on next page)

                                      -17-
<PAGE>

           Determination Date, of three primary U.S. government securities
           dealers in New York City selected by the Calculation Agent. In
           selecting such offered rates, the Calculation Agent will request
           quotations from five such primary dealers and will disregard the
           highest quotation - or, if there is equality, one of the highest -
           and the lowest quotation - or, if there is equality, one of the
           lowest. If two Treasury Notes with an original maturity longer than
           the Designated CMT Index Maturity have remaining terms to maturity
           that are equally close to the Designated CMT Index Maturity, the
           Calculation Agent will obtain quotations for the Treasury Note with
           the shorter remaining term to maturity.

                   (vi) If fewer than five but more than two such primary
           dealers are quoting as described in clause (v) above, then the CMT
           Rate for such CMT Interest Determination Date will be based on the
           arithmetic mean of the offered rates so obtained, and neither the
           highest nor the lowest of such quotations will be disregarded.

                   (vii) If two or fewer primary dealers selected by the
           Calculation Agent are quoting as described in clause (v) above, the
           CMT Rate shall be the CMT Rate in effect on such CMT Interest
           Determination Date (or, if the Initial Base Rate has been in effect
           for the prior Interest Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(g)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                   (h) DETERMINATION OF CD RATE. If the Base Rate is the CD
Rate, the Base Rate that takes effect on any Interest Reset Date shall equal the
rate, on the second Business Day immediately preceding such Interest Reset Date
(the "CD Interest Determination Date"), for negotiable U.S. dollar certificates
of deposit having the Index Maturity as published in H.15(519) under the heading
"CDs (Secondary Market)". If the CD Rate cannot be determined as described
above, the following procedures will apply in determining the CD Rate:

                      (i) If the rate described above is not published in
           H.15(519) by 3:00 P.M., New York City time, on the Calculation Date
           corresponding to such CD Interest Determination Date, then the CD
           Rate shall be the rate described above as published in H.15 Daily
           Update, or another recognized electronic source used for displaying
           that rate, under the heading "CDs (Secondary Market)".

                      (ii) If the rate described in clause (i) above is not
           published in H.15(519), H.15 Daily Update or another recognized
           electronic source by 3:00 P.M., New York City time, on such
           Calculation Date (unless the calculation is made earlier and the rate
           is available from one of those sources at that time), the CD Rate
           shall be the arithmetic mean of the following secondary market
           offered rates for negotiable U.S. dollar certificates of deposit of
           major U.S. money center banks having a remaining maturity closest to
           the Index Maturity and in a Representative Amount: the rates offered
           as of 10:00 A.M., New York City

                  (Reverse of Security continued on next page)

                                      -18-
<PAGE>


           time, on such CD Interest Determination Date, by three leading
           nonbank dealers in negotiable U.S. dollar certificates of deposit in
           New York City, as selected by the Calculation Agent.

                      (iii) If fewer than three dealers selected by the
           Calculation Agent are quoting as described in clause (ii) above, the
           CD Rate will be the CD Rate in effect on such CD Interest
           Determination Date (or, if the Initial Base Rate has been in effect
           for the prior Interest Reset Period, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(h)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (i) DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate is
the Federal Funds Rate, the Base Rate that takes effect on any Interest Reset
Date shall equal the rate, on the second Business Day immediately preceding such
Interest Reset Date (the "Federal Funds Interest Determination Date"), for U.S.
dollar Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)", as that rate is displayed on Moneyline Telerate Page 120. If the
Federal Funds Rate cannot be determined as described above, the following
procedures will apply in determining the Federal Funds Rate:

                      (i) If the rate described above is not displayed on
           Moneyline Telerate Page 120 by 3:00 P.M., New York City time, on the
           Calculation Date corresponding to such Federal Funds Interest
           Determination Date (unless the calculation is made earlier and the
           rate is available from that source at that time), then the Federal
           Funds Rate will be the rate described above, on such Federal Funds
           Interest Determination Date, as published in H.15 Daily Update, or
           another recognized electronic source used for displaying that rate,
           under the heading "Federal Funds (Effective)".

                      (ii) If the rates described above are not displayed on
           Moneyline Telerate Page 120 or are not published in H.15 (519), H.15
           Daily Update or another recognized electronic source by 3:00 P.M.,
           New York City time, on such Calculation Date (unless the calculation
           is made earlier and the rate is available from one of those sources
           at that time), the Federal Funds Rate will be the arithmetic mean of
           the rates for the last transaction in overnight U.S. dollar federal
           funds arranged, before 9:00 A.M., New York City time, on such Federal
           Funds Interest Determination Date, by three leading brokers of U.S.
           dollar federal funds transactions in New York City selected by the
           Calculation Agent.

                      (iii) If fewer than three brokers selected by the
           Calculation Agent are quoting as described in clause (ii) above, the
           Federal Funds Rate will be the Federal Funds Rate in effect on such
           Federal Funds Interest Determination Date (or, if the Initial Base
           Rate has been in effect for the prior Interest Reset Period, the
           Initial Base Rate).


                  (Reverse of Security continued on next page)


                                      -19-
<PAGE>

                  The interest rate determined in accordance with this Section
3(i) will be adjusted by the addition or subtraction of the Spread, if any, or
by multiplying such Base Rate by the Spread Multiplier, if any.

                  (j) DETERMINATION OF 11TH DISTRICT RATE. If the Base Rate is
the 11th District Rate, the Base Rate that takes effect on any Interest Reset
Date shall equal the 11th District Rate on the 11th District Interest
Determination Date (as defined in Section 3(n) below) corresponding to such
Interest Reset Date. The 11th District Rate on any 11th District Interest
Determination Date shall be the rate equal to the monthly weighted average cost
of funds for the calendar month immediately before such date, as displayed on
Moneyline Telerate Page 7058 under the heading "11th District" as of 11:00 A.M.,
San Francisco time, on such date. If the 11th District Rate cannot be determined
as described above, the following procedures will apply in determining the 11th
District Rate:

                      (i) If the rate described above does not appear on
           Moneyline Telerate Page 7058 on such 11th District Interest
           Determination Date, then the 11th District Rate on such date will be
           the monthly weighted average cost of funds paid by institutions that
           are members of the Eleventh Federal Home Loan Bank District for the
           calendar month immediately preceding such date, as most recently
           announced by the Federal Home Loan Bank of San Francisco as such
           monthly weighted average cost of funds.

                      (ii) If the Federal Home Loan Bank of San Francisco fails
           to announce the cost of funds described in clause (i) above on or
           before such 11th District Interest Determination Date, the 11th
           District Rate that takes effect on such Interest Reset Date will be
           the 11th District Rate in effect on such 11th District Interest
           Determination Date (or, if the Initial Base Rate has been in effect
           for the prior Interest Reset Period, the Initial Base Rate).

                  The interest rate determined in accordance with this Section
3(j) will be adjusted by the addition or subtraction of the Spread, if any, or
by multiplying such Base Rate by the Spread Multiplier, if any.

                  (k) MINIMUM AND MAXIMUM LIMITS. Notwithstanding the foregoing,
the rate at which interest accrues on this Security (i) shall not at any time be
higher than the Maximum Rate, if any, or less than the Minimum Rate, if any,
specified on the face hereof, in each case on an accrual basis, and (ii) shall
not at any time be higher than the maximum rate permitted by New York law, as
the same may be modified by United States law of general application.

                  (l) CALCULATION OF INTEREST. Payments of interest hereon with
respect to any Interest Payment Date or at the Maturity of the principal hereof
will include interest accrued to but excluding such Interest Payment Date or the
date of such Maturity, as the case may be. Accrued interest from the date of
issue or from the last date to which interest has been paid or duly provided for
shall be calculated by the Calculation Agent by multiplying the Principal Amount
by an accrued interest factor. Such accrued interest


                  (Reverse of Security continued on next page)


                                      -20-
<PAGE>

factor shall be computed by adding the interest factors calculated for each day
from and including the Original Issue Date or from and including the last date
to which interest has been paid or duly provided for, to but excluding the date
for which accrued interest is being calculated. The interest factor for each
such day shall be expressed as a decimal and computed by dividing the interest
rate (also expressed as a decimal) in effect on such day by 360, if the Base
Rate is the Commercial Paper Rate, Prime Rate, LIBOR, CD Rate, Federal Funds
Rate or 11th District Rate, or by the actual number of days in the year, if the
Base Rate is the Treasury Rate or CMT Rate.

                  All percentages resulting from any calculation with respect to
this Security will be rounded upward or downward, as appropriate, to the next
higher or lower one hundred-thousandth of a percentage point (e.g., 9.876541%
(or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or
..09876545) being rounded up to 9.87655% (or .0987655) ). All amounts used in or
resulting from any calculation with respect to this Security will be rounded
upward or downward, as appropriate, to the nearest cent, in the case of U.S.
dollars, or to the nearest corresponding hundredth of a unit, in the case of a
currency other than U.S. dollars, with one-half cent or one-half of a
corresponding hundredth of a unit or more being rounded upward.

                  (m) CALCULATION AGENT AND EXCHANGE RATE AGENT. Calculation
Agent and Exchange Rate Agent. The Company has initially appointed the
institutions named on the face of this Security as Calculation Agent and
Exchange Rate Agent, respectively, to act as such agents with respect to this
Security, but the Company may, in its sole discretion, appoint any other
institution (including any Affiliate of the Company) to serve as any such agent
from time to time. The Company will give the Trustee prompt written notice of
any change in any such appointment. Insofar as this Security provides for any
such agent to obtain rates, quotes or other data from a bank, dealer or other
institution for use in making any determination hereunder, such agent may do so
from any institution or institutions of the kind contemplated hereby
notwithstanding that any one or more of such institutions are any such agent,
Affiliates of any such agent, any of the agents named on the cover of the
Company's Prospectus Supplement dated June 30, 2004 relating to the Company's
Medium-Term Notes, Series 4 or any Affiliate of any such agent or Affiliates of
the Company.

                  All determinations made by the Calculation Agent or the
Exchange Rate Agent may be made by such agent in its sole discretion and, absent
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security and the Company. Neither the Calculation Agent nor the Exchange
Rate Agent shall have any liability therefor.

                  (n) DEFINITIONS OF CALCULATION TERMS. As used in this
Security, the following terms have the meanings set forth below:

                  "Bond Equivalent Yield" means a yield expressed as a
percentage and calculated in accordance with the following formula:



                  (Reverse of Security continued on next page)


                                      -21-
<PAGE>

                  Bond Equivalent Yield =            D x N           x 100,
                                                -----------------
                                                 360 - (D x M)


         where

           o      "D" equals the annual rate for Treasury Bills quoted on a
                  bank discount basis and expressed as a decimal;

           o      "N" equals 365 or 366, as the case may be; and

           o      "M" equals the actual number of days in the period from and
                  including the relevant Interest Reset Date to but excluding
                  the next succeeding Interest Reset Date.

                  "Business Day" means, for this Security, a day that meets the
requirements set forth in each of clauses (i) through (iii) below, in each case
to the extent such requirements apply to this Security as specified below:

  (i)             is a Monday, Tuesday, Wednesday, Thursday or Friday that is
                  neither a legal holiday nor a day on which commercial banking
                  institutions in New York City generally are authorized or
                  required by law, regulation or executive order to close;

 (ii)             if the Base Rate is LIBOR, is also a London Banking Day; and

(iii)             if the Specified Currency for payment of principal of or
                  interest on this Security is other than U.S. dollars, is also
                  a day on which banking institutions are not authorized or
                  required by law, regulation or executive order to close in the
                  principal financial center of the country issuing such
                  Specified Currency.

Solely when used in the third paragraph under the heading "Currency of Payment"
on the face of this Security, the meaning of the term "Business Day" shall be
determined as if the Base Rate for this Security is not LIBOR. With respect to
any particular location, the close of business on any day on which business is
not being conducted at that location shall be deemed to mean 5:00 P.M., New York
City time, on that day.

                  The "Calculation Date" corresponding to any Commercial Paper
Interest Determination Date, Prime Interest Determination Date, LIBOR Interest
Determination Date, Treasury Interest Determination Date, CMT Interest
Determination Date, CD Interest Determination Date, Federal Funds Interest
Determination Date or 11th District Interest Determination Date, as the case may
be, means the earlier of:

                  (i) the tenth day after such interest determination date or,
         if any such day is not a Business Day, the next succeeding Business
         Day; and


                  (Reverse of Security continued on next page)

                                      -22-
<PAGE>

                  (ii) the Business Day immediately preceding the Interest
         Payment Date or the date of Maturity of the principal hereof, whichever
         is the day on which the next payment of interest will be due.

The Calculation Date corresponding to any Interest Reset Date means the
Calculation Date corresponding to the relevant interest determination date
immediately preceding such Interest Reset Date.

                  "Designated CMT Index Maturity" means, if the Base Rate is the
CMT Rate, the Index Maturity for this Security and will be the original period
to maturity of a U.S. Treasury security - either 1, 2, 3, 5, 7, 10, 20 or 30
years - specified on the face hereof, provided that, if no such original
maturity period is so specified, the Designated CMT Index Maturity will be 2
years.

                  "Designated CMT Moneyline Telerate Page" means, if the Base
Rate is the CMT Rate, the Moneyline Telerate Page specified on the face hereof
that displays Treasury constant maturities as reported in H.15(519), provided
that, if no Moneyline Telerate Page is so specified, then the applicable page
will be Moneyline Telerate Page 7052 and provided, further, that if Moneyline
Telerate Page 7052 applies but it is not specified on the face hereof whether
the weekly or monthly average applies, the weekly average will apply.

                  The "11th District Interest Determination Date" corresponding
to a particular Interest Reset Date will be the last working day in San
Francisco, in the first calendar month preceding such Interest Reset Date, on
which the Federal Home Loan Bank of San Francisco publishes the monthly average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District for the second calendar month preceding such Interest Reset Date.

                  "H.15(519)" means the weekly statistical release entitled
"Statistical Release H.15 (519)", or any successor publication, published by the
Board of Governors of the Federal Reserve System.

                  "H.15 Daily Update" means the daily update of H.15 (519)
available through the worldwide-web site of the Board of Governors of the
Federal Reserve System, at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publication.

                  The "LIBOR Interest Determination Date" corresponding to any
Interest Reset Date means the second London Banking Day preceding such Interest
Reset Date, unless the Index Currency is pounds sterling, in which case the
LIBOR Interest Determination Date will be the Interest Reset Date.

                  "London Banking Day" means a day on which commercial banks are
open for business (including dealings in the Index Currency) in London.


                  (Reverse of Security continued on next page)


                                      -23-
<PAGE>

                  "Money Market Yield" means a yield expressed as a percentage
and calculated in accordance with the following formula:

                  Money Market Yield =           D x 360           x 100,
                                           ------------------
                                              360 - (D x M)

where

           o      "D" equals the per annum rate for commercial paper quoted
                  on a bank discount basis and expressed as a decimal; and

           o      "M" equals the actual number of days in the period from and
                  including the relevant Interest Reset Date to but excluding
                  the next succeeding Interest Reset Date.

                  "Moneyline Telerate LIBOR Page" means Moneyline Telerate Page
3750 or any replacement page or pages on which London interbank rates of major
banks for the Index Currency are displayed.

                  "Moneyline Telerate Page" means the display on Moneyline
Telerate, Inc., or any successor service, on the page or pages specified on the
face hereof, or any replacement page or pages on that service.

                  "Representative Amount" means an amount that, in the
Calculation Agent's judgment, is representative of a single transaction in the
relevant market at the relevant time.

                  "Reuters Screen LIBOR Page" means the display on the Reuters
Monitor Money Rates Service, or any successor service, on the page designated as
"LIBO" or any replacement page or pages on which London interbank rates of major
banks for the Index Currency are displayed.

                  "Reuters Screen US PRIME 1 Page" means the display on the "US
PRIME 1" page on the Reuters Monitor Money Rates Service, or any successor
service, or any replacement page or pages on that service, for the purpose of
displaying prime rates or base lending rates of major U.S. banks.

                  The "Treasury Interest Determination Date" corresponding to
any Interest Reset Date means the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. If, as the
result of a legal holiday, an auction is so held on the Friday in the week
immediately preceding the week in which such Interest Reset Date falls, such
Friday will be the corresponding Treasury Interest Determination Date. If no
auction is held for the week in which such Interest Reset Date falls, then the
Interest Reset Date with respect to such week shall be the first Business Day of
such week. If an auction date shall fall on a day that would otherwise be an
Interest Reset Date, then such Interest Reset Date shall instead be the first
Business Day immediately following such auction date.

                  (Reverse of Security continued on next page)

                                      -24-
<PAGE>


                  "Treasury Notes" means direct, noncallable, fixed rate
obligations of the U.S. government.

                  References in this Security to U.S. dollars shall mean, as of
any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America.

                  References in this Security to a particular currency other
than U.S. dollars shall mean, as of any time, the coin or currency that is then
legal tender for the payment of public and private debts in the country issuing
such currency on the Original Issue Date.

                  References in this Security to a particular heading or
headings on any of Designated CMT Moneyline Telerate Page, H.15(519), H.15 Daily
Update, Moneyline Telerate LIBOR Page, Moneyline Telerate Page, Reuters Screen
LIBOR Page or Reuters Screen US Prime 1 Page include any successor or
replacement heading or headings as determined by the Calculation Agent.

                  4. REDEMPTION AT THE COMPANY'S OPTION

                  Unless a Redemption Commencement Date is specified on the face
hereof, except as provided below, this Security shall not be redeemable at the
option of the Company before the Stated Maturity Date. If a Redemption
Commencement Date is so specified, and unless otherwise specified on the face
hereof, this Security is subject to redemption upon not less than 30 days' nor
more than 60 days' notice at any time and from time to time on or after the
Redemption Commencement Date, in each case as a whole or in part, at the
election of the Company and at the applicable Redemption Price specified on the
face hereof (expressed as a percentage of the principal amount of this Security
to be redeemed), together with accrued interest to the Redemption Date, but
interest installments due on or prior to such Redemption Date will be payable to
the Holder of this Security, or one or more Predecessor Securities, of record at
the close of business on the relevant record date, all as provided in the
Indenture; provided, however, that the first two paragraphs of Section 1103 of
the Indenture shall not apply to this Security, and if less than all of the
Securities of this series are to be redeemed, the Company may select, from
Securities of this series that are subject to redemption pursuant to the terms
thereof, the Security or Securities, or portion or portions thereof, to be
redeemed.

                  In the event that the Company shall be obligated to pay any
Additional Amounts due to a change in law, regulation or interpretation, the
Company may, at its option, redeem this Security as a whole at a redemption
price of 100% of the principal amount thereof (or, if this Security is issued
with an original issue discount, 100% of the OID Default Amount) together with
accrued interest to the date fixed for redemption.


                  (Reverse of Security continued on next page)

                                      -25-
<PAGE>

                  5. REPAYMENT AT THE HOLDER'S OPTION

                  Except as otherwise may be provided on the face hereof, if one
or more Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in increments of $1,000 (provided that the
remaining principal amount of any Security surrendered for partial repayment
shall at least equal an Authorized Denomination), on any such Repayment Date, in
each case at the option of the Holder and at the applicable Repayment Price
specified on the face hereof (expressed as a percentage of the principal amount
to be repaid), together with accrued interest to the applicable Repayment Date
(but interest installments due on or prior to such Repayment Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant record date as provided in
the Indenture). If this security provides for more than one Repayment Date, and
the Holder exercises its option to elect repayment, the Holder shall be deemed
to have elected repayment on the earliest Repayment Date after all conditions to
such exercise have been satisfied, and references herein to the applicable
Repayment Date shall mean such earliest Repayment Date.

                  In order for the exercise of such option to be effective and
this Security to be repaid, the Company must receive at the applicable address
of the Paying Agent set forth below (or at such other place or places of which
the Company shall from time to time notify the Holder of this Security), on any
Business Day not later than the 30th, and not earlier than the 60th, calendar
day prior to the applicable Repayment Date (or, if either such calendar day is
not a Business Day, the next succeeding Business Day), either (i) this Security,
with the form below entitled "Option to Elect Repayment" duly completed and
signed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc., a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed and signed, not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter
(provided that this Security and form duly completed and signed are received by
the Company by such fifth Business Day). Any such election shall be irrevocable.
The address to which such deliveries are to be made is Bank One, NA, Attention:
Securities Processing Division, 55 Water Street, 1st Floor, Jeanette Park
Entrance, New York, New York 10041 (or at such other places as the Company or
the Paying Agent shall notify the Holder of this Security). All questions as to
the validity, eligibility (including time of receipt) and acceptance of any
Security for repayment will be determined by the Company, whose determination
will be final and binding. Notwithstanding the foregoing, (x) if this Security
is a Global Security, the option of the Holder to elect repayment may be
exercised in accordance with the Applicable Procedures of the Depositary for
this Security at least 15 calendar days prior to the applicable Repayment


                  (Reverse of Security continued on next page)


                                      -26-
<PAGE>

Date and (y) whether or not this Security is a Global Security, the option of
the Holder to elect repayment may be exercised in any such manner as the Company
may approve.

                  6. TRANSFER AND EXCHANGE

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of Authorized Denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

                  As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different Authorized Denomination, as requested by the Holder surrendering
the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company nor the Trustee nor any such agent shall be affected by notice to
the contrary.

                  If this Security is a Global Security, this Security shall be
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.

                  7. [RESERVED.]

                  8. REMEDIES.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of


                  (Reverse of Security continued on next page)

                                      -27-
<PAGE>

not less than 25% in principal amount of the Securities of this series at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

                  9. MODIFICATION AND WAIVER.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected (considered
together as one class for this purpose). The Indenture also contains provisions
(i) permitting the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and (ii) permitting the Holders of a majority in
principal amount of the Securities at the time Outstanding of any series to be
affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to
waive certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

                  10. GOVERNING LAW.

                  THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                  (Reverse of Security continued on next page)


                                      -28-
<PAGE>


                                                           CUSIP NO. __________

                                                ORIGINAL ISSUE DATE: __________



                                  POPULAR, INC.
                           MEDIUM-TERM NOTE, SERIES 5

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT


                  The undersigned hereby irrevocably requests and instructs the
Company to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address and telephone number are as follows:


--------------------------------------------------------------------------------
                     (please print name of the undersigned)


--------------------------------------------------------------------------------
                    (please print address of the undersigned)


--------------------------------------------------------------------------------
               (please print telephone number of the undersigned)

                  If such Security provides for more than one Repayment Date,
the undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.

                  For such Security to be repaid the Company must receive at the
applicable address of the Paying Agent set forth below or at such other place or
places of which the Company shall from time to time notify the Holder of such
Security, on any Business Day not later than the 30th or earlier than the 60th
calendar day prior to the Repayment Date (or, if either such calendar day is not
a Business Day, the next succeeding Business Day), either (i) such Security,
with this "Option to Elect Repayment" form duly completed and signed, or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the Holder of such Security,

                  (Reverse of Security continued on next page)


                                      -29-
<PAGE>

(b) the principal amount of such Security and the amount of such Security to be
repaid, (c) a statement that the option to elect repayment is being exercised
thereby and (d) a guarantee stating that such Security to be repaid with the
form entitled "Option to Elect Repayment" on the addendum to the Security duly
completed and signed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (provided that such Security and form duly completed and signed are
received by the Company by such fifth Business Day). The address to which such
deliveries are to be made is:

                  J.P. Morgan Trust Company, National Association
                  Attention:  Institutional Trust Services/George N. Reaves
                  227 W. Monroe Street/ Suite 2600
                  Chicago, IL  60607

or at such other place as the Company or the Paying Agent shall notify the
Holder of such Security.

                  If less than the entire principal amount of such Security is
to be repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:

                            -------------------------

and specify the denomination or denominations (which shall equal any Authorized
Denomination) of the Security or Securities to be issued to the Holder in
respect of the portion of such Security not being repaid (in the absence of any
specification, one Security will be issued in respect of the portion not being
repaid):

                            -------------------------

Date:
     ---------------------


                                            ------------------------------------
                                            Notice: The signature to this Option
                                            to Elect Repayment must correspond
                                            with the name of the Holder as
                                            written on the face of such Security
                                            in every particular without
                                            alteration or enlargement or any
                                            other change whatsoever.



                  (Reverse of Security continued on next page)


                                      -30-
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations.

                  TEN COM -    as tenants in common

                  TEN ENT -    as tenants by the entireties

                  JT TEN -     as joint tenants with the right of
                               survivorship and not as tenants in
                               common

                  UNIF GIFT MIN ACT -                    Custodian
                                         --------------             ------------
                                            (Cust)                     (Minor)

                               under Uniform Gifts to Minors Act



                        --------------------------------
                                     (State)

                    Additional abbreviations may also be used
                          though not in the above list.




                  (Reverse of Security continued on next page)



                                      -31-
<PAGE>

                                   ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)

and transfer(s) unto


--------------------------------------------------------------------------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


------------------------------------------
/                                        /
------------------------------------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                   (Please Print or Typewrite Name and Address
                     Including Postal Zip Code of Assignee)


--------------------------------------------------------------------------------


the attached Security and all rights thereunder, and hereby irrevocably

constitutes and appoints
                        --------------------------------------------------------

--------------------------------------------------------------------------------

to transfer said Security on the books of the Company, with full power of

substitution in the premises.



Dated:______________

Signature Guaranteed


-----------------------------------         ------------------------------------
NOTICE: Signature must be guaranteed.       NOTICE: The signature to this
                                            assignment must correspond with the
                                            name of the Holder as written upon
                                            the face of the attached Security in
                                            every particular, without alteration
                                            or enlargement or any change
                                            whatever.




                  (Reverse of Security continued on next page)


                                      -32-