<PAGE>

                      [Form of Fixed 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. FXR ______                                     CUSIP NO. _______

                                  POPULAR, INC.

                           MEDIUM-TERM NOTES, SERIES 5
                                  (Fixed 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:

INTEREST RATE:  _____% per annum

INTEREST PAYMENT DATE(S):

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):

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

----------

*        This date shall be the issue date of this Security, unless there is
         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>

includes any successor Person under the Indenture), for value received, hereby
promises 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
the rate per annum equal to the Interest Rate specified on the face 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 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.

                    (Face of Security continued on next page)

                                      -3-
<PAGE>

         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 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
immediately 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

                    (Face of Security continued on next page)



                                      -4-
<PAGE>

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 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 payment
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

                    (Face of Security continued on next page)



                                      -5-
<PAGE>

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.

         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.



                    (Face of Security continued on next page)



                                      -6-
<PAGE>

         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, 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 with the same force and effect as if
such amount were paid on the Specified Day. The provisions of this paragraph
shall apply to the Security in lieu of the provisions of Section 113 of the
Indenture.

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

                  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)



                                      -7-
<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





                                      -8-
<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. EXCHANGE RATE AGENT AND RELATED TERMS

                  If the principal of or interest on this Security is payable in
a Specified Currency other than U.S. dollars, the Company has initially
appointed the institution named on the face of this Security as Exchange Rate
Agent to act as such agent 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

                  (Reverse of Security continued on next page)



                                      -9-
<PAGE>

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 such agent, Affiliates of 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 5 or any
Affiliate of any such agent or Affiliates of the Company.

                  All determinations made by 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. The Exchange Rate Agent shall not have any liability therefor.

                  Unless otherwise specified on the face hereof, for all
purposes of this Security, the term "Business Day" means (i) 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 and (ii) 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. With
respect to any particular location, the close of business on any day on which
business is not being conducted shall be deemed to mean 5:00 P.M., New York City
time, on that day.

                  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.

                  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

                  (Reverse of Security continued on next page)



                                      -10-
<PAGE>

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.

                  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 an amount equal to any Authorized Denomination
(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


                  (Reverse of Security continued on next page)



                                      -11-
<PAGE>

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 30 calendar days prior to the applicable Repayment 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

                  (Reverse of Security continued on next page)



                                      -12-
<PAGE>

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 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

                  (Reverse of Security continued on next page)



                                      -13-
<PAGE>

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 (ii) and 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)



                                      -14-
<PAGE>

                              (Reverse of Security)


                                              REGISTERED NO. FXR __________

                                                       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 Trustee set forth below or at such other place or
places of which the Company or the Trustee 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




                                      -15-
<PAGE>

United States of America setting forth (a) the name, address and telephone
number of the Holder of such Security, (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.






                                      -16-
<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.

                      ____________________________________



                                      -17-
<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.






                                      -18-