<PAGE>
                                                                    EXHIBIT 4(e)

                      [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>

                                                              CUSIP NO. _______
REGISTERED NO. FXR ______

                                  POPULAR, INC.

                           MEDIUM-TERM NOTES, SERIES 4
                                  (Fixed Rate)

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

<TABLE>
<S>                                              <C>
PRINCIPAL AMOUNT:                                REGULAR  RECORD DATE(S):

STATED MATURITY DATE:                            ORIGINAL ISSUE DISCOUNT
                                                 SECURITY:
SPECIFIED CURRENCY:  U.S.
dollars for all payments                             -  Total Amount of OID:
unless otherwise specified                           -  Yield to Maturity:
below:                                               -  Initial Accrual Period
                                                        OID:
    -  payments of principal and                     -  OID Default Amount:
       any premium:                                  -  Default Rate:

    -  payments of interest:                     REDEMPTION COMMENCEMENT DATE:

    -  Exchange Rate Agent:                      REPAYMENT DATE(S):

INTEREST RATE: _____% per                        REDEMPTION OR REPAYMENT
annum                                            PRICE(S):

INTEREST PAYMENT DATE(S):                        OTHER TERMS:

ORIGINAL ISSUE DATE*:
</TABLE>

         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


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

*        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>

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 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.


                    (Face of Security continued on next page)


                                       -3-

<PAGE>

         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 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

                    (Face of Security continued on next page)

                                       -4-

<PAGE>

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 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


                    (Face of Security continued on next page)

                                       -5-
<PAGE>

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


                    (Face of Security continued on next page)

                                       -6-

<PAGE>

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 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


                    (Face of Security continued on next page)

                                       -7-

<PAGE>

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, 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)

                                       -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.


                                            BANK ONE, NA,
                                            as Trustee


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



                                       -9-

<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 Bank One, NA (formerly known as The First
National Bank of Chicago), 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 $3,500,000,000 (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 November 19, 2001 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


                  (Reverse of Security continued on next page)

                                      -10-

<PAGE>

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 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 March 21, 2003 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 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


                  (Reverse of Security continued on next page)

                                      -11-

<PAGE>

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 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


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                                      -12-

<PAGE>

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


                  (Reverse of Security continued on next page)


                                      -13-

<PAGE>

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 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


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                                      -14-

<PAGE>

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].


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                                      -15-

<PAGE>

         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


                  (Reverse of Security continued on next page)

                                      -16-

<PAGE>
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)

                                      -17-
<PAGE>

                                                   REGISTERED NO. FXR __________

                                                            CUSIP NO. __________

                                                 ORIGINAL ISSUE DATE: __________


                                  POPULAR, INC.
                           MEDIUM-TERM NOTE, SERIES 4

                            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

                                      -18-

<PAGE>

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, (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:

              Bank One, NA
              Attention: Securities Processing Division
              55 Water Street, 1st Floor
              Jeanette Park Entrance
              New York, New York 10041

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):

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


                                      -19-

<PAGE>

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.


                                  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.

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


                                      -20-

<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                            NOTICE:  The signature to
guaranteed.                                          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.


                                      -21-