2004 Committee Charter : BPOP

PURPOSE OF COMMITTEE

The purpose of the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Popular, Inc. (the "Corporation") is to
discharge the Board's responsibilities (subject to review by the full Board)
relating to compensation of the Corporation's Chief Executive Officer and all
other Executive Officers and to produce an annual report on executive
compensation for inclusion in the Corporation's proxy statement, in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"SEC").

COMMITTEE MEMBERSHIP

The Committee will consist of three or more members of the Board, each
of whom the Board has determined has no material relationship with the
Corporation and each of whom is otherwise "independent" under the rules of The
NASDAQ Stock Market, Inc.

The Board will appoint the members of the Committee. Members will serve
at the pleasure of the Board and for such term or terms as the Board may
determine.

COMMITTEE STRUCTURE AND OPERATIONS

The Committee will designate one member of the Committee as its chair.
In the event of a tie vote on any issue, the chair's vote will decide the issue.
The Committee will meet in person or telephonically at least three times a year
at a time and place determined by the Committee chair, with further meetings to
occur, or actions to be taken by unanimous written consent, when deemed
necessary or desirable by the Committee or its chair.

The Committee may invite such members of management to its meetings as
it may deem desirable or appropriate, consistent with the maintenance of the
confidentiality of compensation discussions. The Corporation's Chief Executive
Officer ("CEO") should not attend any meeting where the CEO's performance or
compensation are discussed, unless specifically invited by the Committee.

COMMITTEE DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

1. In consultation with senior management, to establish
the Corporation's general compensation philosophy,
and oversee the development and implementation of
compensation programs.

2. To review and approve corporate goals and objectives
relevant to the compensation of the CEO, evaluate the
performance of the CEO in light of those goals and
objectives, and set the CEO's compensation level
based on this evaluation. In determining the
long-term incentive component of CEO compensation,
the Committee will consider, among other factors, the
Corporation's performance relative to other major
companies in the banking and financial services
industries, as measured by standards such as net
income and its growth over prior periods and
shareholder return, the level of compensation paid to
CEOs at comparable companies, the level of the CEO's
individual contribution to the performance of the
Corporation, the incentive awards given to the CEO in
past years and the CEO's compensation as a percentage
of the Corporation's net income.

3. To review and approve compensation programs
applicable to the executive officers of the
Corporation.

4. To make recommendations to the Board with respect to
the Corporation's incentive compensation plans and
equity-based plans, including the 2001 Stock Option
Plan and the Profit Sharing, Annual Incentive,
Long-Term Incentive and Benefit Restoration Plans,
oversee the activities of the individuals and
committees responsible for administering these plans,
and discharge any responsibilities imposed on the
Committee by any of these plans.

5. In consultation with management, to oversee
compliance with federal and state laws and
regulations as they affect compensation matters.

6. To review and approve any severance or similar
termination payments proposed to be made to any
current or former executive officer of the
Corporation.


7. To prepare and issue the evaluations and reports
required under "Committee Reports" below.

8. To handle any other duties or responsibilities
expressly delegated to the Committee by the Board
from time to time relating to the Corporation's
compensation programs.

DELEGATION TO SUBCOMMITTEE

The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee consisting solely of members of
the Committee.

COMMITTEE REPORTS

The Committee will produce the following reports and provide them to
the Board.

1. An annual Report of the Compensation Committee on
Executive Compensation for inclusion in the
Corporation's annual proxy statement in accordance
with applicable SEC rules and regulations.

2. An annual performance evaluation of the Committee,
which evaluation must compare the performance of the
Committee with the requirements of this charter. The
performance evaluation should also recommend to the
Board any improvements to this charter deemed
necessary or desirable by the Committee. The
performance evaluation by the Committee may be
conducted in any manner that the Committee deems
appropriate. The report to the Board may take the
form of an oral report by the chair of the Committee
or any other member of the Committee designated by
the Committee to make this report.

3. A summary of the actions taken at each Committee
meeting, which will be presented to the Board at the
next Board meeting.

RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee will have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management. With respect to compensation
consultants retained to assist in the evaluation of CEO or senior executive
compensation, this authority will be vested solely in the Committee.

2003 Committee Charter: BPOP

POPULAR, INC.

AUDIT COMMITTEE CHARTER

ARTICLE 1 - ORGANIZATION

The Board of Directors (the "Board") of Popular, Inc. (the
"Corporation") has established an Audit Committee to undertake the
responsibilities and perform the tasks set forth in this Charter.

ARTICLE 2 - COMPOSITION

The Audit Committee shall be comprised of at least three directors,
each of whom is "independent" under the Sarbanes-Oxley Act of 2002 (the "2002
Act") and the rules of The NASDAQ Stock Market, Inc. ("NASDAQ"). The Board
shall also determine that each member of the Audit Committee is able to read
and understand financial statements at the time of the member's appointment to
the Audit Committee and that at least one member of the Audit Committee is a
"financial expert" as defined in the rules of the Securities and Exchange
Commission ("SEC") under the 2002 Act.

No member of the Audit Committee may receive any compensation from the
Corporation other than (i) director's fees, which may be received in cash,
stock options or other in-kind consideration ordinarily available to directors;
(ii) a pension or other deferred compensation for prior service that is not
contingent on future service; and (iii) any other regular benefits that other
directors receive.

Members shall be appointed by the Board based on nominations
recommended by the Corporation's Corporate Governance and Nominating Committee,
and shall serve for such term or terms as the Board may determine.

The Board shall designate as president of the Audit Committee one of
its members, who shall preside over the meetings of the Committee and shall
inform the Board of the actions taken by the Committee. In the event of a
vacancy or an absence in the Audit Committee, the Board may designate any
member of the Board as substitute, provided such person complies with the
requisites established herein.

ARTICLE 3 - PURPOSE

The purpose of the Audit Committee is to assist the Board in its
oversight of:

1. the Corporation's accounting and financial reporting
principles and policies, and internal audit controls and
procedures;

2. the Corporation's financial statements and the independent
audit thereof; and

3. the outside auditors' qualifications, independence and
performance.

In fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not employees of the Corporation and are
not, and do not represent themselves to be, accountants or auditors by
profession. As such, it is not the duty or responsibility of the Audit
Committee or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures or to set auditor independence standards.

The function of the Audit Committee is to act in an oversight
capacity. The management of the Corporation is responsible for the preparation,
presentation and integrity of the Corporation's financial statements.
Furthermore, management and the Internal Audit Division are responsible for
maintaining appropriate accounting and financial reporting principles and
policies, and internal controls and procedures that provide for compliance with
accounting standards and applicable laws


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and regulations. Management and the Internal Audit Division are responsible for
examining and evaluating the adequacy and effectiveness of the systems of
internal control of the Corporation and its subsidiaries to ensure (i) the
reliability, integrity and reporting of information; (ii) compliance with the
Corporation's policies, plans and procedures, as well as laws and regulations;
(iii) the safekeeping of assets; and (iv) the economical and efficient use of
resources. The outside auditors are responsible for planning and carrying out a
proper audit of the Corporation's annual financial statements, reviewing the
Corporation's quarterly financial statements prior to the filing of each
quarterly report on Form 10-Q, and other procedures.

The Audit Committee, in its capacity as a Committee of the Board of
Directors, shall be directly responsible for the outside auditors, who in turn
shall be accountable to the Audit Committee. The outside auditors shall
annually submit to the Audit Committee a formal written statement of the fees
billed for each of the following categories of services rendered by the outside
auditors: (i) the audit of the Corporation's annual financial statements for
the most recent fiscal year and the reviews of the financial statements
included in the Corporation's Quarterly Reports on Form 10-Q for that fiscal
year; and (ii) all other permitted non-audit services rendered by the outside
auditors for the most recent fiscal year, in the aggregate and by each service.

ARTICLE 4 - DUTIES AND POWERS

To carry out its purposes, the Audit Committee shall have the
following duties and powers:

1. With respect to the outside auditor:

(i) to annually appoint, evaluate and, if necessary,
replace the outside auditors, including sole
authority to approve all audit engagement fees and
terms;

(ii) to resolve disagreements between management and the
outside auditors regarding financial reporting;

(iii) to determine the fees to be paid to the outside
auditors for audit and non-audit services;

(iv) to ensure that the outside auditors prepare and
deliver annually a Statement as to Independence (it
being understood that the outside auditors are
responsible for the accuracy and completeness of
this Statement) addressing each non-audit service
provided to the Corporation and the matters set
forth in Independence Standards Board Standard No.
1., to discuss with the outside auditors any
relationships or services disclosed in this
Statement that may affect the quality of audit
services or the objectivity and independence of the
Corporation's outside auditors;

(v) to instruct the outside auditors that they are
directly accountable to the Audit Committee;

(vi) to pre-approve all auditing services, including
comfort letters in connection with securities
underwriting, and all non-audit services authorized
by law or regulation, to be provided to the
Corporation by the outside auditor and to consider
whether the outside auditors' provision of non-audit
services to the Corporation is compatible with
maintaining the independence of the outside
auditors. The Audit Committee may, in its
discretion, delegate to one or more of its members
the authority to pre-approve any audit or non-audit
services to be performed by the outside auditors,
provided that any such approvals are presented to
the Audit Committee at its next scheduled meeting;

(vii) to obtain from the outside auditors in connection
with any audit a timely report relating to the
Corporation's annual audited financial statements
describing (i) all critical accounting policies and
practices to be used; (ii) all alternative
treatments of financial information within GAAP that
have been discussed with management officials of the
Corporation, ramifications of the use of such
alternative disclosures and treatments, and the
treatment preferred by the outside auditors; and
(iii) any other material written communications
between the outside auditors and the management of
the Corporation, such as any management letter or
schedule of unadjusted differences;

(viii) to review and evaluate the qualifications,
performance and independence of the lead partner of
the outside auditors;

(ix) to discuss with management the timing and process
for implementing the rotation of the lead audit
partner and the reviewing partner, which rotation
must occur not less than once every five years, and
consider whether there should be a regular rotation
of the audit firm itself; and

(x) to take into account the opinions of management and
the Internal Audit Division in assessing the outside
auditors' qualifications, performance and
independence.


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2. With respect to the Internal Audit Division:

(i) to review the appointment and replacement of the
General Auditor;

(ii) to review and ratify the annual evaluation and
salary recommendation of the General Auditor as
recommended by the Director of Risk Management;

(iii) to advise the General Auditor that he or she is
expected to provide to the Audit Committee summaries
of and, as appropriate, the significant reports to
management prepared by the Internal Audit Division
and management's responses thereto; and

(iv) to instruct the internal auditors that they (in
conjunction with the outside auditors) are
ultimately accountable to the Audit Committee.

3. With respect to financial reporting principles and policies,
and internal audit controls and procedures:

(i) to advise management, the Internal Audit Division
and the outside auditors that they are expected to
provide to the Audit Committee a timely analysis of
significant financial reporting issues and
practices;

(ii) to consider any reports or communications (and
management's and/or the Internal Audit Division's
responses thereto) submitted to the Audit Committee
by the outside auditors required by or referred to
in SAS 61 (as codified by AU Section 380), as may be
modified or supplemented, including reports and
communications related to:

- deficiencies noted in the audit in the
design or operation of internal controls;

- consideration of fraud in a financial
statement audit;

- detection of illegal acts;

- the outside auditor's responsibility under
generally accepted auditing standards;

- any restrictions on audit scope;

- significant accounting policies;

- significant issues discussed with the
national office;

- management judgments and accounting
estimates and assumptions;

- adjustments arising from the audit
including those that were noted or proposed
by the outside auditor but were "passed"
(as immaterial or otherwise);

- the responsibility of the outside auditor
for other information in documents
containing audited financial statements;

- disagreements with management;

- consultation by management with other
accountants;

- major issues discussed with management
prior to retention of the outside auditor;

- difficulties encountered with management in
performing the audit;


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- the outside auditor's judgments about the
quality of the entity's accounting
principles; and

- reviews of interim financial information,
including the quarterly financial
statements, conducted by the outside
auditor;

(iii) to establish procedures as defined in the rules of
the SEC under the 2002 Act for:

- the receipt, retention, and treatment of
complaints received by the Corporation
regarding accounting, internal accounting
controls, or auditing matters; and

- the confidential, anonymous submission by
employees of the Corporation of concerns
regarding questionable accounting or
auditing matters.

(iv) to meet with management, the General Auditor and the
outside auditors:

- to discuss the scope of the annual audit;

- to discuss the audited financial statements
and quarterly financial statements,
including the Corporation's disclosures
under "Management's Discussion and Analysis
of Financial Condition and Results of
Operations";

- to discuss any significant matters arising
from any audit, report or communication
referred to in this Charter, whether raised
by management, the Internal Audit Division
or the outside auditors, relating to the
Corporation's financial statements;

- to review the form of opinion the outside
auditors propose to render to the Board and
shareholders;

- to discuss significant changes to the
Corporation's auditing and accounting
principles, policies, controls, procedures
and practices proposed or contemplated by
the outside auditors, the Internal Audit
Division or management;

- to discuss, as appropriate: (a) any major
issues regarding accounting principles and
financial statement presentations,
including any significant changes in the
Corporation's selection or application of
accounting principles, and major issues as
to the adequacy of the Corporation's
internal controls and any special audit
steps adopted in light of material control
deficiencies; (b) analyses prepared by
management or the outside auditors setting
forth significant financial reporting
issues and judgments made in connection
with the preparation of the financial
statements, including analyses of the
effects of alternative GAAP methods on the
financial statements; and (c) the effect of
regulatory and accounting initiatives, as
well as off-balance sheet structures, on
the financial statements of the
Corporation;

- to inquire about significant risks and
exposures, if any, and the steps taken to
monitor and minimize such risks; and

- to inquire whether the financial statements
fairly present, in all material respects,
the financial condition, results of
operations and cash flows of the
Corporation as of and for the periods
presented;

(v) to inquire of the Corporation's chief executive
officer and chief financial officer as to the
existence of any significant deficiencies in the
design or operation of internal controls that could
adversely affect the Corporation's ability to
record, process, summarize and report financial
data, any material weaknesses in internal controls,
and any fraud, whether or not material, that
involves management or other employees who have a
significant role in the Corporation's internal
controls;


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(vi) to obtain from the outside auditors assurance that
the audit was conducted in a manner consistent with
Section 10A of the Securities Exchange Act of 1934,
as amended, which sets forth certain procedures to
be followed in any audit of financial statements
required under the Securities Exchange Act of 1934;
and,

(vii) to discuss with the Corporation's General Counsel
any significant legal matters that may have a
material effect on the financial statements and the
Corporation's compliance policies, including
material notices to or inquiries received from
governmental agencies.

4. With respect to reporting and recommendations:

(i) to prepare any report or other disclosures,
including any recommendation of the Audit Commit-
tee, required by the rules of the Securities and
Exchange Commission to be included in the
Corporation's annual proxy statement;

(ii) to review this Charter at least annually and
recommend any changes to the Board; and

(iii) to report its activities to the Board on a regular
basis and to make such recommendations with respect
to the above and other matters as the Audit
Committee may deem necessary or appropriate.

ARTICLE 5 - RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to engage outside
auditors for special audits, reviews and other procedures and to retain
independent counsel and other experts or consultants, without seeking approval
of the Board or management, and to determine the compensation to be paid by the
Corporation to such auditors, counsel, experts or consultants.

ARTICLE 6 - TERM IN OFFICE

The members of the Committee shall hold office from the time of
designation until the next annual meeting of stockholders of the Corporation.
The Board may, however, extend such period for one or all designated members.

ARTICLE 7 - MEETINGS

The Committee will meet at least one (1) time every three (3) months,
or more frequently if circumstances dictate, to discuss any or all the matters
set forth in Article 4, or any other topics deemed necessary. In addition to
such meetings, the Audit Committee should meet separately at least annually
with management, the General Auditor and the outside auditors to discuss any
matters that the Audit Committee or any of these persons or firms believe
should be discussed privately, including the annual audited financial
statements. The Audit Committee may request any officer or employee of the
Corporation or the Corporation's outside counsel or outside auditors to attend
a meeting of the Audit Committee or to meet with any members of, or consultants
to, the Audit Committee. Members of the Audit Committee may participate in a
meeting of the Audit Committee by means of a conference call or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

ARTICLE 8 - SECRETARY

The Committee will designate a Secretary among its members. The
Secretary may delegate his (her) functions to any officer of the Corporation
sole designated by the Secretary. The Secretary, or the person so designated,
will notify the members of the Committee of the place, date, and time of the
meetings of the Committee on a timely basis, as well as prepare and submit the
agenda, reports and documents required for each meeting of the Committee.

ARTICLE 9 - MINUTES OF THE MEETINGS

The Secretary or his (her) designee will prepare accurate minutes of
each meeting of the Committee, indicating which members of the Committee were
present, and summarizing the decisions, recommendations and agreements reached.
The


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President of the Committee will submit the minutes and the attachments
considered necessary to the Board at their next meeting for their review and
ratification.

ARTICLE 10 - QUORUM AND COMMITTEE DECISIONS

A quorum shall consist of the majority of the members of the
Committee. The decisions of the Committee shall be adopted by an affirmative
vote of the majority of the members present at the meeting in which the
decision is considered. In the event of a tie, the decision will be submitted
to the Board in their next meeting and no action will be taken until the Board
makes a decision.

ARTICLE 11 - AMENDMENTS

This Charter can be amended by means of an express resolution of the
Board.

ARTICLE 12 - EFFECTIVE DATE

This Charter will be effective immediately after its approval by the
Board. The Secretary of the Board will certify it with his (her) signature and
the Corporate seal, indicating the date it was approved.

CERTIFICATE OF RESOLUTION

The undersigned, as Secretary of the Board of Popular, Inc., does
hereby certify that this Audit Committee Charter was duly adopted at a meeting
of the Board of the Corporation held on January 16, 2003, at which a quorum was
present and acting throughout.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation in San Juan, Puerto Rico this 16th day of January, 2003.

Juan J. Bermudez Francisco M. Rexach Jr.
Hector R. Gonzalez Felix J. Serralles Jr.
Manuel Morales Jr.