X0306 4 2014-02-27 0 0000763901 POPULAR INC BPOP 0001286336 GONZALEZ ILEANA PO BOX 362708 SAN JUAN PR 00936-2708 PUERTO RICO 0 1 0 0 Executive Vice President Common Stock Par Value $0.01 per share 2014-02-27 2014-02-27 4 J 0 6313 0.00 A 27603 D Common Stock Par Value $0.01 per share 3437 I by husband Issued pursuant to the Popular, Inc. 2004 Omnibus Incentive Plan consistent with the requirements of the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury in June 2009. The shares will vest on the second anniversary of the grant date. In order to be transferable, the Corporation must have achieved profitability for at least one fiscal year after the date of grant. Once the profitability condition is obtained, the restricted stock will become transferable in 25% increments in accordance with each 25% of TARP financial assistance that is repaid by the Corporation. Ms. Gonzalez disclaims beneficial ownership of Popular Inc.'s shares held by her husband. Marie Reyes-Rodriguez, Attorney-in-fact 2014-03-03