BANPONCE CORPORATION
P.O. BOX 362708
SAN JUAN, PUERTO RICO 00936-2708

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

NOTICE OF MEETING AND PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 21, 1995

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To the Stockholders of BanPonce Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BanPonce
Corporation (the "Meeting") for the year 1995 will be held at 2:00 p.m. on
Friday, April 21, 1995, on the seventh floor of the Popular Center Building,
Hato Rey, Puerto Rico.

NOTICE IS ALSO GIVEN that the Meeting to be held on the date above set
forth will consider and act upon:

(1) The election of five (5) directors to hold office until the 1998
annual meeting of stockholders or until their respective successors shall
have been elected and qualified.

(2) To transact any and all other business as may be properly brought
before the Meeting or any adjournments thereof. Management at present knows
of no other business to be brought before the Meeting.

The Board of Directors has set March 7, 1995, as the record date to
determine the stockholders entitled to notice of, and vote at, the Meeting.

Enclosed is the Form of Proxy and the Proxy Statement.

San Juan, Puerto Rico, March 13, 1995.

SAMUEL T. CESPEDES
Secretary
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BANPONCE CORPORATION
P.O. BOX 362708
SAN JUAN, PUERTO RICO 00936-2708
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PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 21, 1995

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

This Proxy statement is furnished in connection with the solicitation by
the Board of Directors of BanPonce Corporation (the "Corporation") of Proxies to
be used at the Annual Meeting of Stockholders (the "Meeting") to be held at 2:00
p.m. on Friday, April 21, 1995, on the seventh floor of the Popular Center
Building, Hato Rey, Puerto Rico, and any adjournments thereof.

Properly executed Proxies received by the Secretary of the Corporation will
be voted at the Meeting in accordance with the instructions which appear therein
and for the purposes indicated on the Notice of Meeting. The Board of Directors
does not intend to present any business at the Meeting other than those included
in the Notice of Meeting. The Board of Directors at this time knows of no other
matters which may come before the Meeting. However, if any new matters requiring
the vote of the stockholders properly come before the Meeting, Proxies may be
voted with respect thereto in accordance with the best judgement of
Proxyholders, under the discretionary power granted by stockholders to their
Proxies in connection with general matters.

MAILING DATE

Enclosed with this Proxy Statement is the Annual Report, including Form
10-K and the financial statements for the year ended December 31, 1994, duly
certified by Price Waterhouse as independent public accountants. This Proxy
Statement, the enclosed Annual Report and Form 10-K, the Notice of Annual
Meeting of Stockholders and the form of Proxy are being sent to stockholders on
or about March 13, 1995.

SOLICITATION OF PROXIES

The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Corporation. In addition to solicitation by mail, management may
participate in the solicitation of Proxies by telephone, personal interviews or
otherwise. The Board of Directors has engaged the firm of Georgeson & Company
Inc. to aid in the solicitation of Proxies. The cost of solicitation will be
borne by the Corporation and is estimated at $6,500.00.

REVOCABILITY OF PROXY

Any stockholder giving a proxy has the power to revoke it before the proxy
is exercised. The grantor may revoke the proxy by claiming at the Meeting the
right to vote by himself the shares of stock registered in his name or by notice
of revocation in writing to the President or Secretary of BanPonce Corporation,
P.O. Box 362708, San Juan, Puerto Rico 00936-2708, delivered before the proxy is
exercised.

VOTING SECURITIES

The only outstanding voting securities of the Corporation are its shares of
common stock, each share of which entitles the holder thereof to one vote. Only
common stockholders of record at the close of business on March 7, 1995 (the
"Record Date"), will be entitled to vote at the Meeting and any adjournments
thereof. On Record Date there were 32,866,623 shares of common stock of BanPonce
Corporation outstanding. The shares
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covered by any such proxy that are properly executed and received by management
before 2:00 p.m. on the day of the Meeting will be voted.

The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of common stock of the Corporation is necessary to constitute
a quorum at the Meeting. Votes cast by proxy or in person at the Meeting will be
counted by the persons appointed by the Corporation as election judges for the
Meeting. As to the election of Directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote for the election of the nominee
proposed by the Board, or to withhold authority to vote for one of the nominees
being proposed. For purposes of determining quorum, the election judges will
treat "broker non-votes" as shares that are present and entitled to vote. A
"broker non-vote" results when a broker or nominee has expressly indicated in
the proxy that it does not have discretionary authority to vote on a particular
matter. Directors will be elected by a majority of the vote. Therefore,
abstentions and broker non-votes will not have an effect on the election of
directors of the Corporation.

PRINCIPAL STOCKHOLDERS

Following is the information, to the extent known by the persons on whose
behalf this solicitation is made, with respect to any person (including any
"group" as that term is used in Section 13(d)(3) of the Securities and Exchange
Act of 1934, as amended) who is known to BanPonce Corporation to be the
beneficial owner of more than five percent of the Corporation's voting
securities.

AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
-------------- --------------------------------------------- ----------------- ---------

Common Banco Popular de Puerto Rico (the
"Bank") As Trustee for Banco Popular
de Puerto Rico Retirement Plan 1,418,215
As Trustee for the Profit Sharing
Plan for the Employees of Banco
Popular de Puerto Rico 1,330,348
-----------------
2,748,563(3) 8.3628
Common State Farm Mutual Automobile Insurance
Company 2,415,531(4) 7.3495

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(1) As of February 28, 1995.
(2) Based on 32,866,623 shares of common stock outstanding.
(3) The Bank, as Trustee, administers both Plans through their Administrative
Committees, with sole voting and investment power.
(4) On January 28, 1995, State Farm Mutual Automobile Insurance Company ("State
Farm") and affiliated entities filed a joint statement on Schedule 13-G
with the Securities and Exchange Commission reflecting its holdings as of
December 31, 1994. According to said statement, State Farm and its
affiliates might be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934. State Farm and its
affiliates could also be deemed to be the beneficial owners of 2,415,531
shares of BanPonce Corporation. However, State Farm and each such affiliate
disclaim beneficial ownership as to all shares as to which each such person
has no right to receive the proceeds of sale of the shares, and also
disclaim that they constitute a "group".

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SHARES BENEFICIALLY OWNED BY DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS OF THE CORPORATION

Following is the information, as of February 28, 1995, as to equity
securities of the Corporation beneficially owned by all current directors,
nominees, the seven most highly compensated Executive Officers of the
Corporation and the total owned by directors, nominees and all Executive
Officers of the Corporation as a group:
COMMON STOCK

TITLE OF AMOUNT AND NATURE PERCENT OF
NAME CLASS OF BENEFICIAL OWNERSHIP CLASS(1)
------------------------------------- ---------- ------------------------ ----------

Alfonso F. Ballester Common 344,360(3) 1.0478
Juan J. Bermudez Common 43,907(4) .1336
Francisco J. Carreras Common 1,839(5) .0056
Richard L. Carrion Common 242,030(6) .7364
Manuel Luis Del Valle Common 52,000 .1582
Waldemar Del Valle Common 14,208(7) .0433
Luis E. Dubon, Jr. Common 436,688(8) 1.3287
Antonio Luis Ferre Common 673,498(9) 2.0492
Hector R. Gonzalez Common 102,549(10) .3120
Jorge A. Junquera Common 8,634 .0263
Franklin A. Mathias Common 21,390(11) .0651
Manuel Morales, Jr. Common 170,049(12) .5174
Alberto M. Paracchini Common 38,857(13) .1182
Francisco Perez, Jr. Common 229 .0007
Francisco M. Rexach, Jr. Common 10,101(14) .0307
Felix J. Serralles, Jr. Common 93,915(15) .2858
Emilio Jose Venegas Common 90,000(16) .2738
Julio E. Vizcarrondo, Jr. Common 265,876(17) .8090
Maria Isabel P. de Burckhart Common 10,693 .0325
David H. Chafey, Jr. Common 13,517 .0411
Larry B. Kesler Common 7,949 .0242
Humberto Martin Common 12,559 .0382
Emilio E. Pinero Common 6,285 .0191
All Directors and Executive Officers
of the Corporation as a group Common 2,664,235 8.1062

PREFERRED STOCK

TITLE OF AMOUNT AND NATURE PERCENT OF
NAME CLASS OF BENEFICIAL OWNERSHIP CLASS(2)
------------------------------------- ---------- ------------------------ ----------

Luis E. Dubon, Jr. Preferred 500(18) .0125
Franklin A. Mathias Preferred 2,000 .0500
Alberto M. Paracchini Preferred 4,000 .1000
All Directors and Executive Officers
of the Corporation as a group Preferred 9,300 .2325

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

(1) Based on 32,866,623 shares of common stock outstanding.
(2) Based on 4,000,000 shares of preferred stock outstanding.
(3) Mr. Ballester owns 343,360 shares and has indirect investment power over
1,000 shares owned by his wife. Excludes 300,482 shares owned by his sister
Mrs. Griselda Ballester, as to all of which Mr. Ballester disclaims
indirect voting power.
(4) Excludes 1,988 shares owned by his wife, to which Mr. Bermudez disclaims
indirect voting power.
(5) Mr. Carreras filed late one report which disclosed one transaction required
to be filed pursuant to Section 16(a) of the Securities Exchange Act of
1934 with respect to his beneficial ownership of shares during the last
fiscal year.
(6) Mr. Carrion owns 68,000 shares and also has indirect investment power over
5,845 shares owned by his children. Junior Investment Corporation owns
1,015,000 shares of the Corporation. Mr. Carrion owns 16.57% of the shares
of said corporation.

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(7) Excludes 401 shares owned by his daughter, Maria M. Del Valle, to which Mr.
Del Valle disclaims beneficial ownership.
(8) Mr. Dubon owns 45,441 shares and has a power of attorney over 23,804 shares
owned by Mrs. Myrta A. Dubon, wife, and 17,288 shares held in trust by Mr.
Luis E. Dubon, Jr. for his children, Luis E. Dubon, III, Myrta I. Dubon,
Jose R. Dubon and Maria A. Dubon, and 350,155 shares owned by various
corporations and members of his family in which Mr. Dubon has direct or
indirect ownership.
(9) Mr. Ferre has indirect investment and voting power and claims beneficial
ownership of 673,498 shares of the Corporation. Mr. Ferre owns 85.12% of
Ferre Investment Fund, Inc., which owns 220,300 shares of the Corporation.
Mr. Ferre also has indirect investment and voting power over 119,300 shares
of the Corporation owned by Alfra Investment Corp., and over 420 shares
owned by his wife and children. Ferre Investment Fund, Inc. and Alfra
Investment Corp. respectively own 67.38% and 19.98% shares of El Dia, Inc.,
which owns 333,478 shares of the Corporation. Mr. Ferre filed late two
reports, which disclosed one transaction each, required to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934 with
respect to his beneficial ownership of shares during the last fiscal year.
(10) Mr. Gonzalez filed late one report which disclosed one transaction required
to be filed pursuant to Section 16(a) of the Securities Exchange Act of
1934 with respect to his beneficial ownership of shares during the last
fiscal year.
(11) Mr. Mathias filed late one report which disclosed one transaction required
to be filed pursuant to Section 16(a) of the Securities Exchange Act of
1934 with respect to his beneficial ownership of shares during the last
fiscal year.
(12) Mr. Morales owns 79,272 shares and has voting power over 90,777 shares
owned by his parents. Mr. Morales filed late one report which disclosed one
transaction required to be filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 with respect to his beneficial ownership of
shares during the last fiscal year.
(13) Excludes 316 shares owned by his wife, to which Mr. Paracchini disclaims
beneficial ownership. Mr. Paracchini filed late one report which disclosed
one transaction required to be filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 with respect to his beneficial ownership of
shares during the last fiscal year.
(14) Mr. Rexach filed late one report which disclosed one transaction required
to be filed pursuant to Section 16(a) of the Securities Exchange Act of
1934 with respect to his beneficial ownership of shares during the last
fiscal year.
(15) Mr. Serralles owns 56,688 shares, and has indirect voting power over 1,573
shares owned by his wife. Mr. Serralles owns 100% of the shares of each of
Capitanejo, Inc. and Fao Investments, Inc., which own 34,255 and 1,399
shares, respectively, of the Corporation.
(16) Mr. Venegas owns 9,000 shares and also has indirect investment power over
6,000 shares owned by his wife. Mr. Venegas also has indirect voting and
investment power over the 40,000 shares of the Corporation owned by Venegas
Construction Corporation, of which he is stockholder and secretary, and
over the 35,000 shares of the Corporation owned by Sanson Corporation, of
which he is President and stockholder. Mr. Venegas filed late two reports
which disclosed one transaction each required to be filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934 with respect to his
beneficial ownership of shares during the last fiscal year.
(17) Mr. Vizcarrondo owns 49,528 shares and has indirect voting power over
45,422 shares owned by his wife and children. Mr. Vizcarrondo's wife owns
16.84% of the shares of Junior Investment Corporation, which owns 1,015,000
shares of the Corporation. Excludes 29,845 shares owned by Mr. Vizcarrondo
as trustee and member of the Investment Committee of the DMI Pension Trust,
which owns said shares of the Corporation, of which he disclaims beneficial
ownership. Excluded also are 6,672 shares owned by Mr. Vizcarrondo as
trustee of the Suarez Toro Trust, which owns said shares of the
Corporation, of which he disclaims beneficial ownership. Mr. Vizcarrondo
filed late two reports which disclosed one transaction each required to be
filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 with
respect to his beneficial ownership of shares during the last fiscal year.
(18) Mr. Dubon has indirect ownership over 500 shares of preferred stock owned
by Fundacion Gogui, Inc.

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BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors of the Corporation met on a monthly basis during
1994. All directors, except Mr. Felix J. Serralles, Jr. attended 75% or more of
the meetings of the Board of Directors and the committees of the Board of
Directors on which each such director served. The following table indicates the
business experience of the current Board of Directors of the Corporation and
nominees:

DIRECTOR OF
PRINCIPAL OCCUPATION AND BUSINESS THE CORPORATION
NAME AGE EXPERIENCE DURING THE PAST FIVE YEARS SINCE
---------------------------- -------------------------------------------------- ---------------

Alfonso F. Ballester 65 Vice Chairman of the Board of Directors of the 1990
Corporation and the Bank. President of Ballester
Hermanos, Inc. (Wholesale of provisions and
liquors). Director of Popular International
Bank, Inc., BanPonce Financial Corp., Equity
One, Inc., Vehicle Equipment Leasing Company,
Inc. and Popular Leasing & Rental, Inc. Director
of the Bank since 1975.
Juan J. Bermudez 57 Electrical Engineer. Partner of Bermudez and 1990
Longo, S.E., Ornamental Poles, S.E., Decemcor,
S.E., Unifirst S.E., Unisouth, S.E., Uniestates,
S.E., Unicenter, S.E., Unicourts, S.E., Unieast,
S.E., Unigardens, S.E., Uninorth, S.E., and PCME
Commercial, S.E. Principal Stockholder and
Director of BL Management, Corp., Paseomar
Corp., PCME Development, Inc. and Power Poles,
Inc. Director of the Bank since 1985.
Francisco J. Carreras 62 Professor of the University of Puerto Rico. Member 1990
of the Board of Trustees of Fundacion Banco
Popular, Inc. Executive Director of Fundacion
Angel Ramos, Inc. Director of the Bank since
1979.
Richard L. Carrion 42 Chairman of the Board, President and Chief 1990
Executive Officer ("CEO") of the Corporation and
the Bank. Chairman of the Board of Popular
International Bank, Inc., BanPonce Financial
Corp., Equity One, Inc., Popular Consumer
Services, Inc., Popular Leasing & Rental, Inc.,
Vehicle Equipment Leasing Company, Inc., Pioneer
Bancorp, Inc. and Banco Popular, FSB, Chairman
of the Board of Trustees of Fundacion Banco
Popular, Inc. Member of the Board of Trustees of
the American Management Association. President
of Puerto Rico's Commission for the 2004
Olympiad. Member of the International Olympic
Committee. Member of the Board of Directors and
Compensation Committee of Pueblo Xtra
International, Inc. until March 31, 1995.
Chairman of the Board and President of Puerto
Rico Investors Tax Free Fund, Inc. Member of the
Board of Directors of the Company for the
Development of the Cantera Peninsula and Board
of Trustees of the Puerto Rico Committee for
Economic Development. Director of NYNEX
Corporation (registered public company).
Director of the Bank since 1982.
Waldemar Del Valle 68 Attorney at Law. Director of Damas Foundation, 1984
Inc. Director of Banco de Ponce from 1975 to
1990.

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Luis E. Dubon, Jr. 60 Attorney at Law and Investor. Partner of the law 1984
firm Dubon & Dubon. Director, American
Investment Corp., Fundacion Gogui, Inc. and San
Jose Development, Inc. Director of the Bank
since 1973.
Antonio Luis Ferre 61 Vice Chairman of the Board of Directors of the 1984
Corporation and the Bank. Chairman of the Board
of Puerto Rican Cement Co., Inc. (registered
public company), manufacturers of cement and
allied products. President and Editor of El
Nuevo Dia, Inc. Director of Metropolitan Life
Insurance Company (registered company under the
Investment Company Act of 1940). Director of
Pueblo Xtra International, Inc. Director of the
Bank since 1959.
Hector R. Gonzalez 61 President and Chief Executive Officer of TPC 1984
Communications of PR, Inc. and Teleponce Cable
TV, Inc., owners and operators of cable
television systems. Director of Damas
Foundations, Inc. Director of Popular Consumer
Services, Inc. Director of Banco de Ponce from
1973 to 1990.
Jorge A. Junquera 46 Supervisor of the Bank's Retail Banking Group. 1990
Director of Popular International Bank, Inc.
Executive Vice President and Director of
BanPonce Financial Corp., Director of Equity
One, Inc., Popular Consumer Services, Inc.,
Vehicle Equipment Leasing Company, Inc. and
Popular Leasing & Rental, Inc. Chairman of the
Board of Puerto Rico Tourism Company and Hotel
Development Co. since 1993. Director of YMCA
since 1988. Executive Vice President of the Bank
since 1980. Director of the Bank since 1990.
Franklin A. Mathias 69 Investor. Chairman of the Board of Directors of 1990
Molinos de Puerto Rico, Inc. until January,
1988. Director of the Bank since 1988.
Manuel Morales, Jr. 49 President of Selarom Capital Group, Inc. President 1990
of Parkview Realty, Inc. Trustee of Universidad
Sagrado Corazon and Caribbean/Latin America
Action. Member of the Board of Trustees of
Fundacion Banco Popular, Inc. Director of the
Bank since 1978.

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Alberto M. Paracchini 62 Former Chairman of the Board of Directors of the 1984
Corporation and the Bank. Former Chairman of the
Board of Vehicle Equipment Leasing Company,
Inc., BanPonce Financial Corp., Equity One,
Inc., Popular Consumer Services, Inc. and
Popular Leasing & Rental, Inc. Member of the
Board of Trustees of Fundacion Banco Popular,
Inc. He served in several executive positions in
the Bank since he commenced working in the Bank
in 1956. Director of Puerto Rican Cement Co.,
Inc. (registered public company). Director of
HDA Management Corp. since 1993. Director of
Equus Management Co. and Venture Capital Fund,
Inc. Director of the Bank since 1969.
Francisco Perez, Jr. 58 Chairman of the Board and President of Sucrs. Jose 1984
Lema and Co., Inc. (La Favorita), shoe store
chain. President of 201 Realty Corporation,
engaged in the real estate business. Director of
Banco de Ponce from 1976 to 1990.
Francisco M. Rexach, Jr. 57 President of Ready Mix Concrete, Inc. President of 1990
Puerto Rico Oil Company, Inc. Director of
Vehicle Equipment Leasing Company, Inc. and
Popular Leasing & Rental, Inc. Director of the
Bank since 1983.
Felix J. Serralles, Jr. 60 President and Chief Executive Officer of Empresas 1984
Serralles, Inc. and of its subsidiary Destileria
Serralles, Inc., manufacturers and distributors
of distilled spirits, and of its affiliate
Mercedita Leasing, Inc. Director of the Bank
since 1966.
Emilio Jose Venegas 67 President of Sanson Corporation. Secretary of 1984
Venegas Construction Corp. Director of Puerto
Rican Cement Co., Inc. (registered public
company). Director of Damas Foundation, Inc.
Director of Banco de Ponce from 1973 to 1990.
Julio E. Vizcarrondo, Jr. 60 Civil Engineer. President/Partner and Chief 1990
Executive Officer of Desarrollos Metropolitanos,
S.E., VMW Enterprises Corp., Resort Builders
S.E., Metropolitan Builders, S.E., Institutional
Builders, S.E., corporations engaged in the
development and construction of residential,
commercial, industrial and institutional
projects in Puerto Rico. Director of the Bank
since 1984.

The Corporation's Board of Directors has a standing Audit Committee. The
Board of Directors of the Bank, the principal subsidiary of the Corporation, has
a standing Human Resources and Compensation Committee that may review
compensation matters for the Corporation. There is no standing Nominating
Committee. Information regarding the Audit and Human Resources Committees
follows:

AUDIT COMMITTEE

The functions of the Audit Committee include reviewing the accounting
principles and practices employed by the Corporation, and its compliance with
the laws and regulations. The Committee meets with the Corporation's independent
external auditors to review their audit procedures, the report on their
examination of the Corporation's financial statements, and their comments on the
system of internal controls.

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Also, the Committee oversees the internal audit function and reviews the reports
prepared by the Auditing Division for their examinations of the operating and
business units and for any other special examinations that may be required. The
Committee held four meetings during the fiscal year ended December 31, 1994.

The Committee members during 1994 were: Alfonso F. Ballester, Manuel Luis
Del Valle, Luis E. Dubon, Jr., Franklin A. Mathias, Manuel Morales, Jr. and
Felix J. Serralles, Jr.

HUMAN RESOURCES AND COMPENSATION COMMITTEE

The functions of the Human Resources and Compensation Committee include
reviewing the compensation and benefits of management and employees, reviewing
the policies related to the performance and compensation of management and
employees, and reviewing the long-range planning for executive development and
succession. The Committee held two meetings during the fiscal year ended
December 31, 1994.

The Committee members during 1994 were: Salustiano Alvarez Mendez, Juan J.
Bermudez, Sila M. Calderon, Manuel Luis Del Valle, Francisco M. Rexach, Jr. and
Julio E. Vizcarrondo, Jr. Messrs. Bermudez, Calderon, Del Valle, Rexach and
Vizcarrondo, Jr. are also directors of the Corporation. None of the members of
the Committee are officers or employees of the Corporation or any of its
subsidiaries.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Corporation and its subsidiaries
were entitled to be reimbursed for certain expenses up to $10,000.00 annually
since May 1994. In addition directors received $500.00 for attending each
directors' and committee meeting since May 1994. Directors who are employees do
not receive fees for attending directors' and committee meetings.

ELECTION OF DIRECTORS

The Certificate of Incorporation and the By-laws of the Corporation
establish a classified Board of Directors pursuant to which the Board of
Directors is divided into three classes as nearly equal in number as possible,
with each class having at least three members and with the term of office of one
class expiring each year. Each director serves for a term ending on the date of
the third annual meeting of stockholders following the annual meeting at which
such director was elected.

The policy of the Board of Directors, as set forth in a resolution adopted
on January 8, 1991, provides that no person shall be nominated for election or
reelection as director of the Board if at the date of the Annual Meeting of
Stockholders or during the term to be served such person attains seventy two
(72) years of age. Mr. Manuel Luis Del Valle would attain seventy two (72) years
of age during the term to be served. In accordance with Board policy Mr. Del
Valle will not be nominated for reelection as director.

Mrs. Sila M. Calderon resigned as director of the Corporation effective
January 12, 1995. Mrs. Calderon's resignation is due to her decision to run for
public office.

The vacancies in Class 1 resulting from Mrs. Calderon's resignation and in
Class 2 resulting from Mr. Del Valle's ineligibility to be nominated for
reelection will not be filled and thus the total number of directors will be
reduced to 17, which is in accordance with Article Eight of the Corporation's
Certificate of Incorporation.

At the Meeting, five directors assigned to "Class 2" are to be elected
until the 1998 Annual Meeting of Stockholders or until their respective
successors shall have been elected and qualified. The remaining 12 directors of
the Corporation will serve as directors, as follows: until the 1996 Annual
Meeting of Stockholders of the Corporation, in the case of those seven directors
assigned to "Class 3", and until the 1997 Annual Meeting of Stockholders, in the
case of those five directors assigned to "Class 1", or in each case until their
successors are duly elected and qualified.

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The persons named as proxies in the accompanying Form of Proxy have advised
the Corporation that, unless otherwise instructed, they intend to vote at the
meeting the shares covered by the proxies FOR the election of the five nominees
named in the following table, and that if any one or more of such nominees
should become unavailable for election they intend to vote such shares FOR the
election of such substitute nominees as management may propose. The Corporation
has no knowledge that any nominee will become unavailable for election.

NOMINEES FOR ELECTION AS DIRECTORS

The following table sets forth the name of the persons nominated by the
Board of Directors of the Corporation for election as a director, including
their age, principal occupation and business experience during the past five (5)
years (including positions held with the Corporation or the Bank), and the
period during which each nominee has served as a director of the Corporation.
All directors nominated will serve for three (3) years until the 1998 Annual
Meeting of Stockholders or until their respective successors shall have been
elected and qualified.

DIRECTOR OF THE
PRINCIPAL OCCUPATION AND BUSINESS CORPORATION
NAME AGE EXPERIENCE DURING THE PAST FIVE YEARS SINCE
------------------------- --- ------------------------------------- ---------------

Luis E. Dubon, Jr. 60 See under "Board of Directors" 1984
Hector R. Gonzalez 61 See under "Board of Directors" 1984
Manuel Morales, Jr. 49 See under "Board of Directors" 1990
Francisco M. Rexach, Jr. 57 See under "Board of Directors" 1990
Julio E. Vizcarrondo, Jr. 60 See under "Board of Directors" 1990

EXECUTIVE OFFICERS

The following table sets forth the names of the executive officers (the
"Executive Officers") of the Corporation including their age, business
experience during the past five (5) years and the period during which each such
person has served as an Executive Officer of the Corporation or the Bank.

EXECUTIVE
OFFICER
OF THE
PRINCIPAL OCCUPATION AND BUSINESS CORPORATION
NAME TITLE AGE EXPERIENCE DURING THE PAST FIVE YEARS SINCE
--------------------- -------------------- --- -------------------------------------- -----------

Richard L. Carrion President, Chairman 42 See under "Board of Directors" 1990
of the Board and
CEO
Jorge A. Junquera Executive Vice 46 See under "Board of Directors" 1990
President
Maria Isabel P. Executive Vice 45 Supervisor of the Administration 1990
de Burckhart President Group. Executive Vice President of
the Bank since January, 1990. Senior
Vice President of the Bank from
August, 1986 to January, 1990.
Executive Vice President of BanPonce
Financial Corp. Member of the Board
of Trustees of Fundacion Banco
Popular, Inc. Member of the Board of
Directors of Fundacion Ana G. Mendez
since 1992. Member of the Board of
Directors of Puerto Rico Community
Foundation since 1993. Member of the
Board of Directors of Puerto Rico
Convention Bureau since 1993.

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David H. Chafey, Jr. Executive Vice 41 Supervisor of the Finance Group and 1990
President U.S. Operations. Executive Vice
President of the Bank since January,
1990. Executive Vice President and
Director of Popular International
Bank, Inc. and BanPonce Financial
Corp. Director of Vehicle Equipment
Leasing Co., Inc., Equity One, Inc.,
Popular Consumer Services, Inc.,
Popular Leasing & Rental, Inc.,
Pioneer Bancorp, Inc. and Banco
Popular, FSB. Chairman of the Board
of the Puerto Rico Telephone
Authority since 1993. Vice President
of Puerto Rico Investors Tax- Free
Fund, Inc. Director of the Bank
since 1994.
Larry B. Kesler Executive Vice 57 Supervisor of Individual Credit and 1990
President Virgin Islands Operations. Executive
Vice President of the Bank since
January, 1990. Senior Vice President
of the Bank from August, 1986 to
January, 1990. Executive Vice
President and Director of BanPonce
Financial Corp. Director of Equity
One, Inc. and Popular Consumer
Services, Inc.
Humberto Martin Executive Vice 49 Supervisor of the Operations Group. 1986
President Executive Vice President of the Bank
since November, 1986. Executive Vice
President of BanPonce Financial
Corp.
Emilio E. Pinero Executive Vice 46 Supervisor of the Commercial Banking 1990
President Group. Executive Vice President of
the Bank since January, 1990.
Director of Vehicle Equipment
Leasing Company, Inc. and Popular
Leasing & Rental, Inc. Executive
Vice President of BanPonce Finan-
cial Corp.
Orlando Berges Senior Vice 37 Senior Vice President of the Bank 1990
President and since December, 1990. Comptroller of
Comptroller the Bank from July, 1989 to
December, 1994. In charge of the New
York operations of the Bank since
January, 1995. Senior Vice President
and Treasurer of BanPonce Financial
Corp.
Samuel T. Cespedes Secretary of the 58 Attorney at Law. Proprietary partner 1991
Board of Direc- of the law firm McConnell, Valdes.
tors Secretary of the Board of Directors
of the Bank since 1991. Secretary of
the Board of Directors of Vehicle
Equipment Leasing Company, Inc.,
BanPonce Financial Corp., Equity
One, Inc., Popular Leasing & Rental,
Inc. and Popular Consumer Services,
Inc.

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12

FAMILY RELATIONSHIPS

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.,
Director. Mr. Alfonso F. Ballester, Director, is brother-in-law of Mr. Hector R.
Gonzalez, Director.

OTHER RELATIONSHIPS AND TRANSACTIONS

During 1994 the Bank utilized the legal services of the law firm of Dubon &
Dubon of which director Luis E. Dubon, Jr. is partner and of McConnell, Valdes
of which Mr. Samuel T. Cespedes, Secretary of the Board of Directors of the
Corporation and the Bank is partner. The amount of fees paid by the Bank to
Dubon & Dubon and McConnell, Valdes did not exceed 5% of any of those firm's
revenues.

The Bank has had loan transactions with BanPonce 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 persons 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 nor presently involve more than normal risks of collectibility or other
unfavorable features.

EXECUTIVE COMPENSATION PROGRAM
REPORT OF THE BANK'S HUMAN RESOURCES AND COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION

OVERVIEW

In order to develop and retain top quality executive officers who will
sustain an effective organization, BanPonce's Executive Compensation Program
focuses on competitive salaries and fringe benefits, and short-and long-term
incentive plans.

The Human Resources and Compensation Committee evaluates and recommends to
the Board of Directors compensation policy and levels for the Chairman of the
Board, President and CEO, and Senior Executive Officers. Recommendations are
based on the findings of periodical analysis of executive compensation of the
Corporation's Peer Group Banks ("Peer Group") conducted by a national
compensation consulting firm. The Peer Group, which may change from year to
year, was selected on the basis of regional location, retail business
orientation, total average assets and number of branches.

The principal recommendations approved by the Board of Directors during
1994 included a revision of the President and CEO's compensation package,
including base salary and participation in the Annual Incentive Plan, and the
new Long-Term Incentive Plan for both the President and Executive Officers. This
long-term incentive plan was established as a component of total compensation to
strategically link Executive Officers' pay to the Corporation's long-term
performance. These changes were effective on January 1, 1994. The overall result
of these changes is an increased weight on executive variable compensation tied
to both the short- and long-term results of the Corporation to encourage
superior performance.

The Executive Compensation Program for principal officers of the
Corporation's and the Bank's subsidiaries is set according to the industry and
geographical area in which they operate, and is approved by the Board of
Directors of each entity.

CHAIRMAN OF THE BOARD, PRESIDENT AND CEO

The Compensation Analysis Report prepared by the consulting firm and
reviewed by the Human Resources and Compensation Committee revealed that Mr.
Carrion's base salary and other components of total compensation were below the
lower-end of Peer Group's CEOs.

As a result, the Committee recommended an increase to the President and
CEO's compensation to address the existing disparity on all components of
compensation.

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13

Based on these findings and recognizing that Mr. Carrion's base salary had
not been increased since 1989, the Board approved a three-year base salary
adjustment to bring his base salary within comparable levels with that of the
lower end of the Peer Group's CEO's base salary. The base salary was increased
in 1994 from $230,000 to $350,000.

In addition, commencing in 1994, the Board of Directors also approved the
participation of the President and CEO in the Annual Incentive Plan for
Executive Officers. Under this Plan, a bonus of 10% of the CEO's base salary was
set for achieving a target that was established at the beginning of each year,
and could reach 20% if results exceeded the target. Since the target was not
achieved, no incentive bonus was paid for 1994.

The Committee also determined that it was desirable to link a portion of
Mr. Carrion's compensation to the achievement of the Corporation's long-term
objectives. Therefore, the President and CEO will also participate in the
Corporation's Long-Term Incentive Plan, more specifically described under the
caption "Long-Term Incentive Plan" on page 14 of this Proxy Statement.

The President and CEO also participates in the Profit Sharing Plan
described under the caption "Profit Sharing Plan of the Bank".

EXECUTIVE OFFICERS

The group of Executive Officers is composed of six Executive Vice
Presidents, all of whom participate in a Profit Sharing, Annual Incentive and
Long-Term Incentive Plans. The Human Resources and Compensation Committee
recommends to the Board of Directors of the Bank, for their approval, the bonus
to be awarded to the Executive Officers pursuant to the incentive plans.

Salary increases are based 50% on individual performance in accordance with
established targets, and 50% on the Corporation's results. The individual
performance component is evaluated by Mr. Carrion. The percentage of salary
increases for each level of performance is established according to the
Corporation's performance, measured by net income.

Annual incentive bonuses are also based on the Corporation's performance
measured by net income. A bonus of 10% of the Executive Officers' base salary
was set for achieving a target established at the beginning of each year. That
bonus could reach 20% if results exceeded the target. No incentive bonuses were
distributed in 1994, since the target was not accomplished.

During 1994, the Bank's Executive Officers participated in the Long-Term
Incentive Plan. A summary of the terms of the Long-Term Incentive Plan is
discussed under the caption "Long-Term Incentive Plan" on page 14 of this Proxy
Statement.

HUMAN RESOURCES AND COMPENSATION COMMITTEE

Salustiano Alvarez Mendez Manuel Luis Del Valle
Juan J. Bermudez Francisco M. Rexach, Jr.
Sila M. Calderon Julio E. Vizcarrondo, Jr.

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14

EXECUTIVE COMPENSATION

The following table sets forth all cash compensation paid to the seven
highest paid Executive Officers of the Corporation and the Bank, and the
principal officers of the Corporation's or the Bank's subsidiaries for 1994.

SUMMARY COMPENSATION TABLE

ANNUAL
COMPENSATION
FISCAL -------------------- ALL OTHER
YEAR SALARY(A) BONUS(B) COMPENSATION(C) TOTAL
------ --------- -------- --------------- ---------

Richard L. Carrion 1994 $ 330,000 $39,712 $37,556(d) $ 407,268
Chairman of the Board, 1993 230,000 36,814 26,343(d) 293,157
President and CEO 1992 230,000 83,191 24,086(d) 337,277
Jorge A. Junquera 1994 227,222 26,927 25,859(d) 280,008
Executive Vice President of the Corporation 1993 210,582 63,667 24,119(d) 298,368
1992 183,640 58,843 19,231(d) 261,714
David H. Chafey, Jr. 1994 222,118 26,287 25,278(d) 273,683
Executive Vice President of the Corporation 1993 205,044 61,950 23,485(d) 290,479
1992 176,347 57,081 18,467(d) 251,895
Larry B. Kesler 1994 180,975 21,396 20,596(d) 222,967
Executive Vice President of the Corporation 1993 167,500 50,638 19,185(d) 237,323
1992 145,129 46,412 15,198(d) 206,739
Maria Isabel P. de Burckhart 1994 177,100 20,938 20,155(d) 218,193
Executive Vice President of the Corporation 1993 165,000 49,789 18,898(d) 233,687
1992 145,226 46,424 15,208(d) 206,858
Humberto Martin 1994 170,337 20,114 19,385(d) 209,836
Executive Vice President of the Corporation 1993 158,290 47,687 18,130(d) 224,107
1992 143,333 45,054 15,010(d) 203,397
Emilio E. Pinero 1994 167,471 20,159 19,059(d) 206,689
Executive Vice President of the Corporation 1993 157,080 47,379 17,983(d) 222,442
1992 141,151 45,006 14,782(d) 200,939
Thomas J. Fitzpatrick 1994 236,250 150,000 15,708(d) 401,958
President of Equity One, Inc. (a wholly-owned 1993 236,250 141,750 13,491(d) 391,491
subsidiary of Banco Popular, FSB) 1992 236,250 141,750 8,728(d) 386,728
Andres F. Morrell 1994 120,116 25,680 -0- 145,796
President of Vehicle Equipment Leasing Company, 1993 120,000 38,640 -0- 158,640
Inc. (a wholly-owned subsidiary of the 1992 108,460 32,400 -0- 140,860
Corporation)
Edgardo Novoa(e) 1994 110,000 19,460 -0- 129,460
President of Popular Consumer Services, Inc. (a 1993 90,924 11,458 -0- 102,382
wholly-owned subsidiary of the Bank)
Carlos B. Mangual 1994 98,138 20,053 10,258(d) 128,449
President of Popular Leasing & Rental, Inc. (a 1993 90,004 33,065 10,309(d) 133,378
wholly-owned subsidiary of the Bank) 1992 74,756 22,899 7,829(d) 105,484
Michael Polanski(e) 1994 153,131 10,109 7,000(d) 170,240
President of Pioneer Bancorp, Inc. (a
wholly-owned subsidiary of BanPonce Financial
Corp.)

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

(a) Salaries before deductions.
(b) Includes Christmas bonus, a special bonus for the Bank's 100th Anniversary
for 1993; the bonus awarded on the Incentive Compensation Plan, if any, and
the cash portion under the Profit Sharing Plan of the Bank, which are
described on next page.
(c) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such benefits does not exceed the lesser of
$50,000 or 10% of total amount of annual salary and bonus of any named
individual.
(d) Deferred portion under the Profit Sharing Plan of the Bank and Benefit
Restoration Plan, which are described on page 15. For Mr. Thomas
Fitzpatrick, these amounts represent the contribution of Equity One, Inc.,
pursuant to Section 401(k) of the Internal Revenue Code. For Mr. Michael
Polanski, this amount represents director fees received prior to the
acquisition of Pioneer Bancorp, Inc. by BanPonce Financial Corp. in 1994.
(e) Information presented for 1994 and 1993, except for Mr. Michael Polanski who
was appointed President of Pioneer Bancorp, Inc., during 1994. No disclosure
is required with respect to these officers.

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15

LONG-TERM INCENTIVE PLAN

The Compensation Analysis Report completed by the independent consultants
showed that an average of 25% of the total compensation of the Executive
Officers of the Peer Group was related to long-term incentives. While, the
Bank's Executive Officers participate in the Bank's Profit Sharing Plan, there
was no compensation component that encouraged enhancing the corporation's
long-term value.

Effective January 1, 1994, the Board of Directors approved a three-year
incentive plan to provide incentive compensation linked to long-term corporate
performance and objectives, and increased the amount of executive variable pay
contingent upon the Corporation's performance. A set percentage of the base
salary will be used in the determination of the Incentive Payment at the
beginning of the plan year if the target is fully met. The percentage of base
salary to be used for the first Plan Year is 25%. The target to be used for the
first Plan Year is based on an average return on equity (ROE). The incentive
payment shall be made in stock of the Corporation.

In 1994, awards of performance shares under the Long-Term Incentive Plan
were made to the Executive Officers as set forth below:

LONG TERM INCENTIVE AWARDS

ESTIMATED FUTURE PAYOUTS
NON-STOCK-PRICE BASED PLANS
-------------------------------
NUMBER PERFORMANCE NUMBER OF SHARES
OF PERIOD -------------------------------
NAME SHARES UNTIL PAYOUT THRESHOLD TARGET MAXIMUM
----------------------------- -------- --------------- --------- -------- --------

Richard L. Carrion 2,815.49 1/1/94-12/31/96 -- 2,815.49 5,630.98
Jorge A. Junquera 1,847.98 1/1/94-12/31/96 -- 1,847.98 3,695.96
David H. Chafey, Jr. 1,807.79 1/1/94-12/31/96 -- 1,807.79 3,615.58
Larry Kesler 1,471.86 1/1/94-12/31/96 -- 1,471.86 2,943.72
Maria Isabel P. de Burckhart 1,439.28 1/1/94-12/31/96 -- 1,439.28 2,878.56
Humberto Martin 1,385.33 1/1/94-12/31/96 -- 1,385.33 2,770.66
Emilio E. Pinero 1,360.01 1/1/94-12/31/96 -- 1,360.01 2,720.02

The share awards shown above are payable at the end of the three-year
performance period. The current payment covers the three years 1994-1996. The
amount of the share payouts is determined by multiplying the participant's
target shares by his level of attainment expressed as a percentage, which can
range from 0% to 200%. Seventy-five percent of the target shares are subject to
award based on meeting performance goals set for the Corporation for average
return on equity (ROE) during the performance period and 25% of the target
shares are subject to award on meeting performance goals set for the Corporation
for average return on equity as compared to the 3 year average median ROE of
bank holding companies in the Peer Group.

The Corporation's Return on Equity target must be achieved for any stock
awards to be made. If the Corporation's target is not achieved, no shares
payments are made. If the Corporation's target is met or exceeded, the shares
payments corresponding to the Corporation's and Peer Groups goals, are increased
separately by a leverage factor that cannot exceed two times the target share
amounts. At the option of the participant, a portion equal to the estimated tax
due with respect to the incentive payments of the awards may be made in cash.

OTHER INCENTIVE COMPENSATION PLANS

The Bank has an Annual Management Incentive Plan for different management
levels. Under this Plan, incentive bonuses are based on individual performance
as well as the Bank's performance, measured by net income. The weight assigned
to each component varies according to the level of management. These bonuses can
reach 20% of salaries if results exceed the targeted amount.

The Bank also has an Excellence in Performance Program covering all
employees not included in the other incentive plans. This program rewards
employees for extraordinary personal contributions that are non-

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16

recurring in nature, typically not recognizable through merit or promotional
salary action, and clearly recognized as such by management and peers alike.

In addition, the Bank has several functional incentive programs that reward
employees' productivity in specific areas.

PROFIT SHARING PLAN OF THE BANK

All officers and regular monthly salaried employees of the Bank as of
January 1, 1976, or hired after that date, are active participants in the Bank's
operating earnings under the yearly Profit Sharing Plan, as of the first day of
the calendar month following completion of one year of service.

The Bank's contribution for each year is determined by the Board of
Directors based on the profits of the Bank for the year. The amount allocated to
each officer or employee is based on his or her basic compensation for the year.

The total amount contributed for the year 1994 was $22,068,193, of which
60% was distributed to the Profit Sharing Plan and the remainder was paid in
cash.

Effective January 1, 1994, the Bank adopted a Benefit Restoration Plan to
restore Profit Sharing Plan allocations that are reduced due to the U.S.
Internal Revenue Code limits on compensation and benefits.

BENEFIT RESTORATION PLAN

The Internal Revenue Service (IRS) has established a new limit to the
amount of compensation that may be considered in calculating future retirement
payments from qualified pension plans. Effective January 1, 1994, this new limit
was set at $150,000. This tax law applies to both the Bank's Pension Plan and
Profit Sharing Plan.

The Board of Directors has approved a "Benefit Restoration Plan" for those
officers with an annual income of more than $150,000. This non-qualified plan
will provide those benefits that cannot be accrued under the Bank's Pension Plan
and Profit Sharing Plan, which are qualified plans. Benefits under the Benefit
Restoration Plan shall be equal to the account balance that would be provided
under the Profit Sharing Plan or equal to the benefits that would have been
accrued under the Pension Plan. The plan will be unfunded.

PENSION PLAN

The Bank has a non-contributory, defined benefit Pension Plan covering
substantially all regular monthly employees. Monthly salaried employees are
eligible to participate in the Pension Plan following the completion of three
months of service. Pension costs are funded in accordance with the minimum
funding standards under the Employee Retirement Income Security Act ("ERISA").

Benefits are paid on the basis of a straight life annuity plus supplemental
death benefits and are not reduced for social security or other payments
received by participants. Benefits are paid to participants upon normal
retirement, which is the later of 65 years of age and the completion of 5 years
of service, or early retirement, which requires 50 years of age and a combined
total of age plus years of service of at least 75. Benefits payable prior to
normal retirement are reduced for early commencement from age 65. Benefits are
subject to the U.S. Internal Revenue Code limits on compensation and benefits.

The following table sets forth the estimated annual benefits that would
become payable under the Pension Plan and the Benefit Restoration Plan based
upon certain assumptions as to base compensation levels and years of service.
The amounts payable in this table are not necessarily representative of amounts
that may

15
17

actually become payable under the plans. The amounts represent the benefits
payable upon retirement on December 31, 1994, of a participant at age 65:

ESTIMATED ANNUAL BENEFITS
YEARS OF SERVICE
BASE ------------------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------

$400,000 $120,000 $160,000 $200,000 $220,000 $240,000
300,000 90,000 120,000 150,000 165,000 180,000
200,000 60,000 80,000 100,000 110,000 120,000
100,000 30,000 40,000 50,000 55,000 60,000

Effective January 1, 1995, the Pension Plan formula was amended (i) to
provide benefits based on total compensation, (ii) to accrue benefits over 30
years of service, (iii) to allow early retirement to employees who reach age 55
with 10 years of service, and (iv) to provide unreduced early retirement
benefits after age 55.

The following table sets forth the estimated annual total benefits that
would become payable under the Pension Plan and Benefit Restoration Plan based
upon certain assumptions as to total compensation levels and years of service.
The amounts payable in this table are not necessarily representative of amounts
that may actually become payable under the plans. The amounts represent the
benefits payable upon retirement on December 31, 1994, of a participant at age
65.

ESTIMATED ANNUAL BENEFITS (NEW FORMULA)
YEARS OF SERVICE
TOTAL -----------------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ ------- -------- -------- -------- --------

$400,000 $73,000 $102,000 $131,000 $160,000 $160,000
300,000 55,000 77,000 98,000 120,000 120,000
200,000 37,000 51,000 66,000 80,000 80,000
100,000 18,000 26,000 33,000 40,000 40,000

The 1994 base and total compensation and estimated years of service at age
65 for the five highest paid key policy-making Executive Officers are as
follows.

1994 1994 ESTIMATED YEARS
COVERED TOTAL OF SERVICE AT
COMPENSATION COMPENSATION AGE 65
------------ ------------ ---------------

Richard L. Carrion..................... $330,000 $407,000 41.5
Jorge A. Junquera...................... 227,000 280,000 42.3
David H. Chafey, Jr.................... 222,000 274,000 38.5
Larry B. Kesler........................ 181,000 223,000 16.5
Maria Isabel P. de Burckhart........... 177,000 218,000 35.3

STOCK PLAN

Effective January 1, 1995, the Bank adopted two Stock Plans, one covering
employees of the Bank in Puerto Rico and another covering employees of the Bank
in the U.S., and the British and the U.S. Virgin Islands. All regular monthly
salaried employees are eligible to participate in the Stock Plans following the
completion of one year of service.

The Bank may contribute a discretionary amount based on the profits of the
Bank for the year, which is allocated to each officer or employee based on his
or her basic salary for the year, as determined by the Board of Directors. The
Stock Plans also allow employees to voluntarily elect to defer a predetermined
percentage not to exceed 10% of their pre-tax base compensation (after tax in
the British Virgin Islands) up to a maximum amount as determined by the
applicable tax laws. The Bank will match 50% of the amount contributed by a
participant up to a maximum of 2% of the participant's annual base salary.

All contributions to the Stock Plans will be invested in shares of common
stock of BanPonce Corporation, which will be purchased in the open market.

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18

BANPONCE CORPORATION
PERFORMANCE GRAPH

The following Performance Graph compares the cumulative total shareholder
return during the measurement period with the cumulative total return, assuming
reinvestment of dividends, of the S & P 500 Index and the S & P Bank Composite
Index. The cumulative total shareholder return was obtained by dividing (i) the
cumulative amount of dividends per share, assuming dividend reinvestment, since
the measurement point, December 31, 1989 plus (ii) the change in the per share
price since the measurement point, by the share price at the measurement point.
Neither the standard and S & P 500 Index nor the S&P Bank Composite Index
reflect the performance of the Peer Group used by the Corporation for
compensation purposes. (see the Report of the Bank's Human Resources and
Compensation Committee on Executive Compensation on page 11.)

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
TOTAL RETURN AS OF DECEMBER 31
(DECEMBER 31, 1989 = 100)

(GRAPH)

MEASUREMENT PERIOD S&P 500 IN- BANKS COMPOS-
(FISCAL YEAR COVERED) BANPONCE CORP DEX ITE

1989 100 100 100
1990 77.91 96.89 70.83
1991 98.03 126.42 115.69
1992 158.76 136.05 152.56
1993 167.79 149.76 168.18
1994 157.21 151.74 159.56

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors intends to retain the services of Price Waterhouse
as the independent auditors of the Corporation for the year 1995. This firm of
international public accountants has served as independent auditors of the Bank
since 1971 and of the Corporation since May 1991, when it was appointed by the
Board of Directors.

Representatives of Price Waterhouse will attend the Stockholders Meeting
and will be available to answer any questions that may arise; they will also
have the opportunity to make a statement if they so desire.

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19

NOMINATIONS OTHER THAN BY THE BOARD OF DIRECTORS

Nominations for Directors, other than those made by or on behalf of the
existing Board of Directors of the Corporation, shall be made in writing and
shall be delivered or mailed to the President or the Secretary of the
Corporation not less than fifteen (15) days prior to April 21, 1995. The notice
of such nominations shall contain the following information to the extent known
to the notifying stockholder: (a) name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of common stock of the Corporation that will be voted for each proposed
nominee; (d) the name and residence address of the notifying stockholder; and
(e) the number of shares of common stock of the Corporation owned by the
notifying stockholder. Nominations not made in accordance with the above may, in
his discretion, be disregarded by the Chairman of the Meeting and, upon his
instructions, the judges of the election may disregard all votes cast for each
such nominee.

PROPOSALS OF SECURITY HOLDERS TO BE PRESENTED AT THE 1996
ANNUAL MEETING OF STOCKHOLDERS

Stockholders' proposals intended to be presented at the 1996 Annual Meeting
of Stockholders must be received by the Corporate Secretary, at its principal
executive offices, Popular Center Building, San Juan, Puerto Rico, 00918, not
later than December 29, 1995, for inclusion in the Corporation's Proxy Statement
and Form of Proxy relating to the 1996 Annual Meeting of Stockholders.

OTHER MATTERS

Management does not know of any other matters to be brought before the
Meeting other than those described previously. Proxies in the accompanying form
will confer discretionary authority to Management with respect to any such other
matters presented at the meeting.

To avoid delays in ballot taking and counting, and in order to assure that
your Proxy is voted in accordance with your wishes, compliance with the
following instructions is respectfully requested: upon signing a Proxy as
attorney, executor, administrator, trustee, guardian, authorized officer of a
corporation, or on behalf of a minor, please give full title. If shares are in
the name of more than one recordholder, all should sign.

Whether or not you plan to attend the Meeting, it is very important that
your shares be represented and voted in the Meeting. Accordingly, you are urged
to properly complete, sign, date and return your Proxy Card in the enclosed
self-addressed envelope which needs no postage.

San Juan, Puerto Rico, March 13, 1995.

RICHARD L. CARRION SAMUEL T. CESPEDES
Chairman of the Board, President and Chief Secretary
Executive Officer

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EXHIBIT A

PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

[LOGO]

THE UNDERSIGNED HEREBY APPOINTS RICHARD L. CARRION AND JORGE A. JUNQUERA AS
P.O. BOX 362708 PROXIES, EACH WITH THE POWER TO APPOINT HIS SUBSTITUTE, AND HEREBY AUTHORIZES
SAN JUAN, PUERTO RICO THEM TO REPRESENT AND TO VOTE AS DESIGNATED BELOW ALL THE SHARES OF COMMON
00936-2708 STOCK OF BANPONCE CORPORATION HELD ON RECORD BY THE UNDERSIGNED ON MARCH 7,
1995 AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AT POPULAR CENTER
BUILDING, SEVENTH FLOOR, SAN JUAN, PUERTO RICO, ON APRIL 21, 1995 AT 2:00
P.M. OR AT ANY ADJOURNMENTS THEREOF, AS FOLLOWS:
1. ELECTION OF DIRECTORS
Nominees:

Luis E. Dubon, Jr. Manuel Morales, Jr. Julio E. Vizcarrondo, Jr.
Hector R. Gonzalez Francisco M. Rexach, Jr.

/ / VOTE GRANTED FOR all nominees / / VOTE WITHHELD FOR all
nominees
/ / Vote granted, except for the following nominee(s) (insert the names of
those nominees for whom you do not wish to vote in the space provided
below)

2. IN THEIR DISCRETION, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1.

Please sign exactly as name appears below. When
shares are held by joint tenants or by tenants in
________________ _______________________ ________________ common, each holder should sign. When signing as
Proxy Number Account Number Shares attorney, as executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, the President or other authorized
officer should sign under the full corporate name
and the position of such authorized officer should
appear below the signature. If a partnership, please
sign in partnership name by authorized person.

DATED______________________________________, 1995

_________________________________________________
Signature

(VEA AL DORSO TEXTO EN ESPANOL)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
No Postage is required if mailed in the United States, Puerto Rico or the U.S.
Virgin Islands.