THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Popular, Inc. (BPOP)

3/15/2006 Proxy Information

Mr. Richard L. Carri—n, Chairman of the Board and President and CEO of the Corporation, is the uncle of Mr. Josˇ R. Vizcarrondo, a director of the Corporation.

Board of Directors of the Corporation and the Bank, is a Senior Counsel. The fees paid to McConnell Valdˇs for fiscal year 2005 amounted to approximately $891,000. The Corporation also engaged, in the ordinary course of business, the legal services of Pietrantoni, Mˇndez & ēlvarez LLP of which Mr. Ignacio ēlvarez and Mr. Antonio Santos, husband and brother, respectively, of Mrs. Brunilda Santos de ēlvarez, Executive Vice President & Chief Legal Officer of the Corporation, are partners. The fees paid to Pietrantoni, Mˇndez & ēlvarez LLP for fiscal year 2005 amounted to approximately $1,239,000, which include $364,000 paid by the CorporationÕs clients in connection with commercial loan transactions and $71,000 paid by mutual funds managed by the Bank. The engagement of the aforementioned law firms was approved by the Audit Committee as required by the Policy regarding the Approval Process for Related Party Transactions adopted by the Audit Committee of the Corporation on May 7, 2004 (the ŅRelated Party Transactions PolicyÓ).

During 2005, Carri—n, Laffitte & Casellas, Inc. earned commissions of approximately $1,661,000 for the institutional insurance business of the Corporation and its subsidiaries. Mr. Josˇ B. Carri—n, III, son of Josˇ B. Carri—n Jr., a director of the Corporation, is a significant shareholder and president of Carri—n, Laffitte & Casellas, Inc. Josˇ B. Carri—n Jr. does not have any direct or indirect interest in Carri—n, Laffitte & Casellas, Inc. This engagement has been approved by the Audit Committee as required by the Related Party Transactions Policy.

Mr. Josˇ R. Vizcarrondo, director of the Corporation, is President, Chief Executive Officer and partner of Metropolitan Builders, S.E., a special partnership under the laws of the Commonwealth of Puerto Rico. During 2005 the Bank paid to Metropolitan Builders, S.E. approximately $4,816,000 in connection with two Bank construction projects awarded to said entity in 2002. The Bank also paid approximately $762,000 in connection with the construction of a bridge connecting two of the CorporationÕs buildings. The award of these contracts was determined by competitive bids. In addition, during 2005 the Bank paid to Metropolitan Builders, S.E. the approximate amount of $8,575,000 in connection with two contracts for the interior partition and finishes of the two Bank construction projects. These two contracts have been approved by the Audit Committee as required by the Related Party Transactions Policy. During 2006, the Bank expects to pay to Metropolitan Builders, S.E. the approximate amount of $1,015,000 in connection with the aforementioned projects.

In December 2005, the Bank entered into a commitment to contribute a total of $500,000 to the Fundaci—n Luis A. Ferrˇ during a period of five years in connection with the remodeling of the Ponce Museum of Art premises. The first payment in the amount of $100,000 was made in December 2005. Mar’a Luisa Ferrˇ, a director of the Corporation, is President and Trustee of said foundation. During 2005 the Bank also made a contribution of $100,000 to the Fundaci—n Luis A. Ferrˇ in connection with the sponsorship of the Ponce Museum of Art Benefit Gala.

In 2005, the Bank made a contribution of $1,500,000 to Fundaci—n Banco Popular, Inc. (the ŅFundaci—nÓ), a Puerto Rico not-for-profit corporation created to improve the Puerto RicansÕ quality of life. Furthermore, during 2005 the Bank contributed the approximate amount of $84,000 in connection with the matching of employee contributions. The Fundaci—n is the BankÕs philanthropic arm and provides a scholarship fund for employeesÕ children, and supports education and community development projects. Richard L. Carri—n (Chairman, CEO and President of the Corporation), David H. Chafey Jr. (Executive Officer of the Corporation), Tere Loubriel (Executive Officer of the Corporation), and Manuel Morales Jr. (Director of the Corporation) are members of the Board of Trustees of the Fundaci—n. The Bank appoints five of the nine members of the Board of Trustees. The remaining four trustees are appointed by the Fundaci—n. The Bank also provides significant human and operational resources to support the activities of the Fundaci—n. The Bank and the Puerto Rico employees of the Corporation (through voluntary personal donations) are the main source of funds of the Fundaci—n. During 2004 the Banco Popular Foundation, Inc. (ŅBanco Popular FoundationÓ), an Illinois not-for-profit corporation was created to strengthen the social and economic well-being of the communities served by Banco Popular North America. The Banco Popular Foundation is Banco Popular North AmericaÕs philanthropic arm and will provide support to charitable organizations for community development and education. It will also provide scholarships for the children of Banco Popular North AmericaÕs employees. During 2005, Banco Popular North America contributed to the Banco Popular Foundation the approximate amount of $110,250 in connection with the matching of employee contributions. Richard L. Carri—n (Chairman, CEO and President of the Corporation), Roberto Herencia and Tere Loubriel (both Executive Officers) are members of the board of directors. In addition, Messrs. Carri—n and Herencia are officers of the Banco Popular Foundation. Banco Popular North America provides significant human and operational resources to support the activities of the Banco Popular Foundation.

Certain directors and executive officers have immediate family members who are employed by subsidiaries of the Corporation. The compensation of these family members is established in accordance with the pertinent subsidiaryÕs employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar position. Set forth below is information on those family members of directors and executive officers of the Corporation who are employed by the CorporationÕs subsidiaries and received a total compensation in excess of $60,000 during 2005.

The son of Francisco M. Rexach Jr., a director, is employed as a Vice President in the BankÕs Business Banking Division and received compensation in 2005 of $76,226. The spouse of the aforementioned son of Francisco M. Rexach Jr. is employed as an Assistant Vice President in the BankÕs Trust Division and received compensation in the amount of $61,070 during 2005. The son of Manuel Morales Jr., a director, was employed as a Senior Vice President at the Technology Research Division of the Bank and was transferred to EVERTEC, Inc. as Senior Vice President of the Systems Development Division. He received compensation in the amount of $218,448 during 2005. A brother of Josˇ R. Vizcarrondo, a director of the Corporation, is employed as a Vice President in the Corporate Banking Division of the Bank and received compensation of $161,725 during 2005. The son of Jorge A. Junquera, Senior Executive Vice President and Chief Financial Officer of the Corporation, is employed as an Assistant Vice President in the Corporate Finance and Advisory Services Division of the Bank and received compensation of $139,808 during 2005. The disclosed amounts include payments of salary, bonus, and the cash portion of the Profit Sharing Plan of the Bank. Other benefits and payments such as the deferred portion of the Profit Sharing Plan and employer matching contribution under the BankÕs Savings and Stock Plan did not exceed $10,000.

The Bank has had loan transactions with the CorporationÕs directors and officers, and with their associates, and proposes to continue such transactions in the ordinary course of its business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with other people. The extensions of credit have not involved and do not currently involve more than normal risks of collectibility or present other unfavorable features.

3/16/2005 Proxy Information

Mr. Richard L. Carri—n, Chairman of the Board and President and CEO of the Corporation, is the uncle of Mr. Josˇ R. Vizcarrondo, a director of the Corporation.

During 2004 the Corporation engaged, in the ordinary course of business, the legal services of the law firm, McConnell Valdˇs, of which Mr. Samuel T. Cˇspedes, Secretary of the Board of Directors of the Corporation and the Bank, is a Senior Counsel. The fees paid to McConnell Valdˇs for fiscal year 2004 amounted to $626,430 which includes $50,000 paid by the CorporationÕs clients in connection with commercial loan transactions. The Corporation also engaged, in the ordinary course of business, the legal services of Pietrantoni Mˇndez & ēlvarez, LLP of which Mr. Ignacio ēlvarez and Mr. Antonio Santos, husband and brother, respectively, of Mrs. Brunilda Santos de ēlvarez, Executive Vice President & Chief Legal Officer of the Corporation, are partners. The fees paid to Pietrantoni Mˇndez & ēlvarez, LLP for fiscal year 2004 amounted to $1,165,880, which include $495,870 paid by the CorporationÕs clients in connection with commercial loan transactions and $55,998 paid by mutual funds managed by the Bank. The engagement of the aforementioned law firms was approved by the Audit Committee as required by the Policy regarding the Approval Process for Related Party Transactions adopted by the Audit Committee of the Corporation on May 7, 2004 (the ŅRelated Party Transactions PolicyÓ) .

During 2004, Carri—n, Laffitte & Casellas, Inc. earned commissions of approximately $1,700,000 for the institutional insurance business of the Corporation and its subsidiaries. Mr. Josˇ B. Carri—n, III, son of Josˇ B. Carri—n Jr., a director of the Corporation, is a significant shareholder and president of Carri—n, Laffitte & Casellas, Inc. Josˇ B. Carri—n Jr. does not have any direct or indirect interest in Carri—n, Laffitte & Casellas, Inc. This transaction has been approved by the Audit Committee as required by the Related Party Transactions Policy.

Mr. Josˇ R. Vizcarrondo, director of the Corporation, is an officer and partner of Metropolitan Builders, S.E., a special partnership under the laws of the Commonwealth of Puerto Rico. In 2002 Metropolitan Builders, S.E. was awarded approximately $52,000,000 in contracts related to two Bank construction projects. The award of these contracts was determined by competitive bids. During 2004 the Corporation paid to Metropolitan Builders, S.E. approximately $17,650,000 in relation to these projects.

During 2004 Metropolitan Builders, S.E. entered into an additional contract with the Bank for the interior partition and finishes related to one of the BankÕs construction projects in the approximate amount of $5,700,000, of which during 2004 approximately $4,600,000 were invoiced. In addition, in February 2005 Metropolitan Builders, S.E. and the Corporation entered into a contract in the approximate amount of $5,200,000 for partition and finishes of the BankÕs other construction project. The last two contracts have been approved by the Audit Committee as required by the Related Party Transactions Policy.

In February 2005, Metropolitan Builders, S.E. was awarded a contract in the approximate amount of $775,000 for the construction of a bridge connecting two of the CorporationÕs buildings. The award of this contract was determined by a competitive bid.

In 2004, the Bank made a contribution of $1,561,907 to Fundaci—n Banco Popular, Inc. (the ŅFundaci—nÓ), a Puerto Rico not-for-profit corporation created to improve the Puerto RicansÕ quality of life. The Fundaci—n is the BankÕs philanthropic arm and provides a scholarship fund for employeesÕ children, and supports education and community development projects. Richard L. Carri—n (Chairman, CEO and President of the Corporation), David H. Chafey Jr. (Executive Officer of the Corporation) and Manuel Morales Jr. (director of the Corporation), are members of the Board of Trustees of the Fundaci—n. The Bank appoints five of the nine members of the Board of Trustees. The remaining four trustees are appointed by the Fundaci—n. The Bank also provides significant human and operational resources to support the activities of the Fundaci—n. The Bank and the Puerto Rico employees of the Corporation (through voluntary personal donations) are the main source of funds of the Fundaci—n.

On December 2004, the Bank made a contribution in the amount of $1,500,000 to Banco Popular Foundation, Inc. (ŅBanco Popular FoundationÓ), an Illinois not-for-profit corporation created during 2004 to strengthen the social and economic well-being of the communities served by Banco Popular North America. The Foundation is Banco Popular North AmericaÕs philanthropic arm and will provide support to charitable organizations for community development and education. It will also provide scholarships for the children of Banco Popular North AmericaÕs employees. Richard L. Carri—n (Chairman, CEO and President of the Corporation), Roberto Herencia and Tere Loubriel (both Executive Officers) are members of the board of directors. In addition, Messrs. Carri—n and Herencia are officers of the Banco Popular Foundation. Banco Popular North America provides significant human and operational resources to support the activities of the Banco Popular Foundation.

Mabel Burckhart, Executive Vice President of the Corporation in charge of the BankÕs Administration Group, retired from the Bank effective June 30, 2004. Upon retirement, the car that had been used by Mrs. Burckhart while employed by the Bank was transferred to her at no cost. Mrs. Burckhart will enjoy retirement benefits under the Profit Sharing, Retirement and Savings and Stock Plans of the Bank in the same terms and conditions as the other employees of the Bank. In addition, the Corporation paid a premium of $690,302 to purchase a life annuity policy for Mrs. Burckhart to equalize her pension benefits as a result of retiring prior to accumulation of maximum benefits under the pension plans. Upon retirement Mrs. Burckhart entered into a Professional Services Agreement with the Corporation pursuant to which, as of December 31, 2004, she received compensation in the approximate amount of $50,000.

On June 3, 2002, GM Group, Inc., a subsidiary of the Corporation which after a reorganization in 2004 is part of EVERTEC, Inc., entered into a three year management contract with Mr. Carlos Colino pursuant to which Mr. Colino became CEO of GM Group, Inc., Chairman of GM Group, Inc.Õs Board of Directors and a member of the CorporationÕs managerial and executive group. Such agreement was terminated on March 2004 pursuant to an Agreement for Termination of Employment. Mr. Colino received a payment of $1,200,000 in connection therewith.

Certain directors and executive officers have immediate family members who are employed by subsidiaries of the Corporation. The compensation of these family members is established in accordance with the pertinent subsidiaryÕs employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Set forth below is information on those family members of directors and executive officers of the Corporation who are employed by the CorporationÕs subsidiaries and received a total compensation in excess of $60,000 during 2004.

The son of Francisco M. Rexach Jr., a director, is employed as a Vice President in the BankÕs Business Banking Division and received compensation in 2004 of $65,246. The spouse of the aforementioned son of Francisco M. Rexach Jr. is employed as an Assistant Vice President in the BankÕs Trust Division and received compensation in the amount of $58,987 during 2004. The son of Manuel Morales Jr., a director, was employed as a Senior Vice President at the Technology Research Division of the Bank and was transferred to EVERTEC, Inc. as Senior Vice President of the Systems Development Division. He received compensation in the amount of $197,578 during 2004. A brother of Josˇ R. Vizcarrondo, a director of the Corporation, is employed, as a Vice President in the Corporate Banking Division of the Bank and received compensation of $120,863 during 2004. The son of Jorge A. Junquera, Senior Executive Vice President and Chief Financial Officer of the Corporation is employed as an Assistant Vice President in the Corporate Finance and Advisory Services Division of the Bank and received compensation of $122,588 during 2004. The disclosed amounts include payments of salary, bonus, and the cash portion of the Profit Sharing Plan of the Bank. Other benefits and payments such as the deferred portion of the Profit Sharing Plan and employer match under the BankÕs Savings and Stock Plan did not exceed $10,000.

The Bank has had loan transactions with the CorporationÕs directors and officers, and with their associates, and proposes to continue such transactions in the ordinary course of its business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with other people. The extensions of credit have not involved and do not currently involve more than normal risks of collectibility or present other unfavorable features.

3/15/2004 Proxy Information

Mr. Richard L. Carrion, Chairman of the Board and President and CEO of the Corporation and the Bank, is the uncle of Mr. Jose R. Vizcarrondo, nominee for Director of the Corporation.

During 2003 the Corporation engaged, in the ordinary course of business, the legal services of the law firm McConnell Valdes, of which Mr. Samuel T. Cespedes, Secretary of the Board of Directors of the Corporation and the Bank, is a Senior Counsel. The amount of fees paid to McConnell Valdes for fiscal year 2003 amounted to $620,076. The Corporation also engaged, in the ordinary course of business, the legal services of Pietrantoni, Mendez & Alvarez, LLP of which Mr. Ignacio Alvarez and Mr. Antonio Santos, husband and brother, respectively, of Mrs. Brunilda Santos de Alvarez, Executive Officer of the Corporation, are partners. The amount of fees paid to Pietrantoni, Mendez & Alvarez for fiscal year 2003 amounted to $881,286.

The Bank has had loan transactions with the Corporation's directors and officers, and with their associates, and proposes to continue such transactions in the ordinary course of its business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with other people and subject to the provisions of the Banking Act of the Commonwealth of Puerto Rico, the Sarbanes-Oxley Act and other applicable federal laws and regulations. The extensions of credit have not involved and do not currently involve more than normal risks of collectibility or present other unfavorable features.

On August 25, 2000, the Corporation acquired 19.99% of Mediawire Communications, Inc.'s ("Mediawire") common stock for $800,000. On June 30, 2003, the Corporation liquidated its participation in Mediawire and the Bank acquired 100% of Mediawire's assets for $3,152,000. Subsequently, officers and employees of Mediawire became Bank employees, creating a new division called Technology Research Division. Mr. Manuel A. Morales, son of Manuel Morales Jr., a director of the Corporation, owned 26% of Mediawire. The Bank used the discounted cash flow method and a market comparables analysis to determine the purchase price of Mediawire's assets. Mr. Manuel Morales Jr. did not have any direct or indirect interest on Mediawire.

During 2003, Carrion, Laffitte & Casellas, Inc. earned commissions of $1,694,515 for the institutional insurance business of the Corporation and its subsidiaries. Jose B. Carrion, III, son of Jose B. Carrion Jr., a director of the Corporation, is a significant shareholder of Carrion, Laffitte & Casellas, Inc. Jose B. Carrion Jr. does not have any direct or indirect interest in Carrion, Laffitte & Casellas, Inc.

Mr. Jose R. Vizcarrondo who is nominated for election as director, is an officer and partner of Metropolitan Builders, S.E., a special partnership under the laws of the Commonwealth of Puerto Rico. Metropolitan Builders, S.E. has been awarded approximately $52,000,000 in contracts related to two Bank construction projects. The award of these contracts was determined by competitive bids. During 2003, Metropolitan Builders, S. E. invoiced approximately $22,000,000 in relation to these projects.

Mrs. Maria Luisa Ferre has a material interest in Virtual, Inc., a company where the Corporation has invested $1,826,166. In addition, the Corporation has invested $4,002,333 and $1,500,000 in Guayacan Private Equity Fund Limited Partnership and Venture Capital Fund, Inc., respectively. Mrs. Ferre's husband is the president of the two companies that are the administrators of these funds, Advent Morro Equity Partners and Venture Management, Inc., respectively. In 2003, the Bank paid rent of $27,534 to CV Plaza S.E., a special partnership controlled by the Ferre Rangel Family.

In 2003, the Bank made a contribution of $3,683,137 to Fundacion Banco Popular, Inc. (the "Fundacion"), a Puerto Rico not-for-profit corporation created to improve the Puerto Ricans' quality of life. The Fundacion is the Bank's philanthropic arm and provides a scholarship fund for employees' children, and supports education and community development projects. Richard L. Carrion (Chairman, CEO and President of the Corporation), Manuel Morales Jr. (Director of the Corporation), and Maria I. Burckhart (Executive Officer of the Corporation) are members of the Board of Trustees of the Fundacion. The Bank appoints five of nine members of the Board of Trustees. The remaining four trustees are appointed by the Fundacion. The Bank also provides significant human and operational resources to support the activities of the Fundacion.

The Bank and its employees (through voluntary personal donations) are the main source of funds of the Fundacion.

3/18/2003 Proxy Information

Mr. Richard L. Carrion, Chairman of the Board, President and CEO of the Corporation and the Bank, is brother-in-law of Mr. Julio E. Vizcarrondo Jr.

During 2002 the Bank engaged the legal services of the law firm of McConnell Valdes of which Mr. Samuel T. Cespedes, Secretary of the Board of Directors of the Corporation and the Bank is a partner. The amount of fees paid to McConnell Valdes for fiscal year 2002 amounted to $638,000. The Corporation also engaged, in the ordinary course of business, the legal services of Pietrantoni, Mendez & Alvarez, LLP of which Mr. Ignacio Alvarez and Mr. Antonio Santos, husband and brother, respectively, of Mrs. Brunilda Santos de Alvarez, Executive Officer of the Corporation since February 2001, are partners. The amount of fees paid to Pietrantoni, Mendez & Alvarez for fiscal year 2002 amounted to $634,000.

The Bank has had loan transactions with the Corporation's directors and officers, and with their associates, and proposes to continue such transactions in the ordinary course of its business, on substantially the same terms as those prevailing for comparable loan transactions with other people and subject to the provisions of the Banking Act of the Commonwealth of Puerto Rico and the applicable federal laws and regulations. The extensions of credit have not involved and do not currently involve more than normal risks of collectibility or other unfavorable features.