Common use of Long Term Annual Incentive Award Clause in Contracts

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the The restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of XxxxxxxGxxxxxx's employment on by reason of Approved Retirement or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and proceduresmay otherwise be provided under the Plan. (c) Except as otherwise provided in paragraph (i) below, the The restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years by reason of service, as determined pursuant to personnel policies and proceduresApproved Retirement; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan.. [POPULAR, INC. LOGO] (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: % of Award Free Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- ------------------------------ --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan.. POPULAR, INC. LOGO (f) Dividends Cash dividends paid on the Restricted Stock, and all of the Common Stock that may be reinvested subsequently acquired with such cash dividends, will be invested in the purchase of additional shares of common stock Common Stock of the CorporationCorporation in accordance with the Popular, par value $6.00 per share, under the Corporation's Inc. Dividend Reinvestment and Stock Purchase Plan by completing (DRIP). Such shares are not subject to the restrictions described in paragraph (d) above and signing the DRIP Election contained at the end of this Awardare immediately vested. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: POPULAR, INC. LOGO % of Award Free Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- ------------------------------ --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends Cash dividends paid on the Restricted Stock, and all of the Common Stock that may be reinvested subsequently acquired with such cash dividends, will be invested in the purchase of additional shares of common stock Common Stock of the CorporationCorporation in accordance with the Popular, par value $6.00 per share, under the Corporation's Inc. Dividend Reinvestment and Stock Purchase Plan by completing (DRIP). Such shares are not subject to the restrictions described in paragraph (d) above and signing the DRIP Election contained at the end of this Awardare immediately vested. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.. POPULAR, INC. LOGO SECTION 6

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the The restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of XxxxxxxGxxxxxx's employment on by reason of Approved Retirement or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and proceduresmay otherwise be provided under the Plan. (c) Except as otherwise provided in paragraph (i) below, the The restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years by reason of service, as determined pursuant to personnel policies and proceduresApproved Retirement; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award.. [POPULAR INC. LOGO] (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the The restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of XxxxxxxGxxxxxx's employment on by reason of Approved Retirement or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and proceduresmay otherwise be provided under the Plan. (c) Except as otherwise provided in paragraph (i) below, the The restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years by reason of service, as determined pursuant to personnel policies and proceduresApproved Retirement; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- ----------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award.. [POPULAR, INC. LOGO] (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the The restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of XxxxxxxGxxxxxx's employment on by reason of Approved Retirement or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and proceduresmay otherwise be provided under the Plan. (c) Except as otherwise provided in paragraph (i) below, the The restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years by reason of service, as determined pursuant to personnel policies and proceduresApproved Retirement; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- ----------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award.. [POPULAR INC. LOGO] (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: POPULAR, INC. LOGO % of Award Free Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- ------------------------------ --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends Cash dividends paid on the Restricted Stock, and all of the Common Stock that may be reinvested subsequently acquired with such cash dividends, will be invested in the purchase of additional shares of common stock Common Stock of the CorporationCorporation in accordance with the Popular, par value $6.00 per share, under the Corporation's Inc. Dividend Reinvestment and Stock Purchase Plan by completing (DRIP). Such shares are not subject to the restrictions described in paragraph (d) above and signing the DRIP Election contained at the end of this Awardare immediately vested. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: % of Award Free Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- ------------------------------ --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan.. POPULAR, INC. LOGO (f) Dividends Cash dividends paid on the Restricted Stock, and all of the Common Stock that may be reinvested subsequently acquired with such cash dividends, will be invested in the purchase of additional shares of common stock Common Stock of the CorporationCorporation in accordance with the Popular, par value $6.00 per share, under the Corporation's Inc. Dividend Reinvestment and Stock Purchase Plan by completing (DRIP). Such shares are not subject to the restrictions described in paragraph (d) above and signing the DRIP Election contained at the end of this Awardare immediately vested. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.. POPULAR, INC. LOGO SECTION 6

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- ----------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) . If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (ih) below, the restrictions on 40100% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (ed) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (fe) Dividends Cash dividends paid on the Restricted Stock, and all of the Common Stock that may be reinvested subsequently acquired with such cash dividends, will be invested in the purchase of additional shares of common stock Common Stock of the CorporationCorporation in accordance with the Popular, par value $6.00 per share, under the Corporation's Inc. Dividend Reinvestment and Stock Purchase Plan by completing (DRIP). Such shares are not subject to the restrictions described in paragraph (c) above and signing the DRIP Election contained at the end of this Awardare immediately vested. (gf) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (hg) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs paragraph (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (ih) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.. POPULAR, INC. LOGO SECTION 6

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (ih) below, the restrictions on 40100% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan. (ed) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (fe) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award. (gf) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (hg) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs paragraph (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (ih) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the The restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of XxxxxxxGxxxxxx's employment on by reason of Approved Retirement or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and proceduresmay otherwise be provided under the Plan. (c) Except as otherwise provided in paragraph (i) below, the The restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years by reason of service, as determined pursuant to personnel policies and proceduresApproved Retirement; or ii) as provided below: Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan.. [POPULAR INC. LOGO] (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends paid on the Restricted Stock may be reinvested in shares of common stock of the Corporation, par value $6.00 per share, under the Corporation's Dividend Reinvestment and Stock Purchase Plan by completing and signing the DRIP Election contained at the end of this Award. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.

Long Term Annual Incentive Award. (a) The Long-Term Annual Incentive Award shall be paid in Restricted Stock to be purchased on the open market. The number of shares of Restricted Stock payable shall be based on the average price per share for all shares purchased by the Corporation to pay Awards approved concurrently by the Plan Administrator. (b) Except as otherwise provided in paragraph (i) below, the restrictions on 40% of the Restricted Stock awarded to the Grantee will lapse upon the termination of Xxxxxxx's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures. (c) Except as otherwise provided in paragraph (i) below, the restrictions on the remaining 60% of the Restricted Stock awarded to the Grantee will lapse on the earlier of: i) termination of the Grantee's employment on or after attaining age 55 and completing 10 years of service, as determined pursuant to personnel policies and procedures; or ii) as provided below: % of Award Free Period of Time After the End % of Award Free of the Performance Cycle of Restrictions ---------------------------- ------------------------------ --------------- 1 year 12% 2 years 12% 3 years 12% 4 years 12% 5 years 12% (d) The shares of Restricted Stock awarded to the Grantee herein may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by the Grantee during the Restricted Period, except as may be provided under the Plan.. POPULAR, INC. LOGO (e) For the consequences of the termination of employment with respect to the shares of Restricted Stock awarded to the Grantee, which may result in the forfeiture of such shares of Restricted Stock, please refer to Article VIII of the Plan and to the Prospectus of the Plan. (f) Dividends Cash dividends paid on the Restricted Stock, and all of the Common Stock that may be reinvested subsequently acquired with such cash dividends, will be invested in the purchase of additional shares of common stock Common Stock of the CorporationCorporation in accordance with the Popular, par value $6.00 per share, under the Corporation's Inc. Dividend Reinvestment and Stock Purchase Plan by completing (DRIP). Such shares are not subject to the restrictions described in paragraph (d) above and signing the DRIP Election contained at the end of this Awardare immediately vested. (g) The Restricted Stock shall be held in custody by the Trust Division of Banco Popular de Puerto Rico. The Grantee shall have the right to vote the Restricted Stock. (h) The Committee may accelerate the lapse of the restrictions on the Restricted Stock awarded to the Grantee described above under paragraphs (b) and (c) if the Grantee's employment is terminated on or after age 50 and before age 55 and 10 years of service. (i) . If the Grantee's employment is terminated for Cause, the Grantee will forfeit the Restricted Stock awarded that was subject to restrictions at the time of termination for Cause.. POPULAR, INC. LOGO SECTION 6