Popular and Quaker City Announce Merger

Popular and Quaker City Announce Merger


SAN JUAN, Puerto Rico, and CHICAGO, and WHITTIER, Calif., March 19
 /PRNewswire-FirstCall/ -- Popular, Inc.  and Quaker City Bancorp, Inc.  jointly
announced today the signing of a definitive merger agreement pursuant to which
Popular will acquire all of the common stock of Quaker City at the price of $55
cash per share.  The acquisition, subject to regulatory approval, the approval
of Quaker City's stockholders, and other customary closing conditions, is
expected to be completed in the third calendar quarter of this year.

Quaker City is a savings and loan holding company for Quaker City Bank, based in
Whittier, California.  Quaker City Bank operates 27 retail full service branches
in Southern California, including 16 inside Wal-Mart stores. At December 31,
2003, Quaker City reported total assets of $1.8 billion and total deposits of
$1.1 billion.

Popular is a $36 billion bank holding company based out of San Juan, Puerto Rico
and operates two principal bank subsidiaries, Banco Popular de Puerto Rico and
Banco Popular North America.  Banco Popular North America operates 100 full
service branches in six states, including 17 in Southern California, and
reported total assets of $6.1 billion and deposits of $5.1 billion at December
31, 2003.  Following regulatory approval, Quaker City will be merged into Banco
Popular North America.  As a result, Banco Popular will operate 44 full service
branches and have consolidated assets of approximately $2.4 billion in Southern
California.

"This acquisition reinforces our commitment to serving the needs of individuals
and small businesses in the United States and greatly expands our California
banking presence," said Richard L. Carrion, Chairman, President and CEO of
Popular, Inc.

Rick McGill, Chief Executive Officer of Quaker City, added, "We are pleased with
the proposed merger.  A cornerstone of Popular's 110-year-old banking business
is its commitment to its customers and communities.  Quaker City product
offerings will be expanded and existing account relationships will not change. 
No branches will be closed as a result of the merger and Banco Popular North
America will continue to support local charitable organizations as Quaker City
has in the past."

"Quaker City Bank customers will now have access to increased business banking
and cash management products, and Banco Popular customers in California will
benefit from expertise in retail banking and residential and multifamily
lending.  Both QuakerCity and Banco Popular employees will have more career
opportunities as part of a larger, faster growing organization," said Roberto R.
Herencia, President of Banco Popular North America.

For further information regarding this transaction, please contact Rick McGill
of Quaker City at 562-907-2275 or Roberto R. Herencia of Banco Popular North
America at 847-994-6599, or Jorge A. Junquera, Chief Financial Officer of
Popular, Inc. at 787-754-1685.  For media inquiries contact Frances I. Ryan of
Banco Popular North America at 847-994-5972.

Forward Looking Statements

This press release contains forward-looking statements with respect to the
financial condition, results of operation and businesses of Popular and Quaker
City within the meaning of the Private Securities Litigation Reform Act of 1995.
 These include statements that relate to future financial performance and
condition/, and pending mergers.  These forward-looking statements, including
whether the merger will be completed or, if completed, whether the merger will
be completed in the third calendar quarter of this year, involve certain risks
and uncertainties, many of which are beyond the Company's control.  Factors that
may cause actual results to differ materially from those contemplated by such
forward-looking statements include, among others: (1) the success of Popular at
integrating Quaker City into its organization; (2) the risk that the cost
savings and any revenue synergies from the merger may not be fully realized or
may takelonger to realize than expected; (3) changes in the interest rate
environment reducing interest margins or increasing interest rate risk; (4)
operating costs and business disruption, including difficulties in maintaining
relationships with employees, customers or suppliers, may be greater than
expected following the transaction; (5) deterioration in general economic
conditions, internationally, nationally or in the State of California; (6)
increased competitive pressure among financial services companies; (7)
legislative or regulatory changes, or the adoption of new regulations, adversely
affecting the businesses in which Popular and/or Quaker City engage; (8) the
impact of terrorist acts or military actions; and (9) other risks detailed in
reportsfiled by each of Popular and Quaker City with the Securities and
Exchange Commission ("SEC"). Forward-looking statements speak only as of the
date they are made, and Popular and Quaker City disclaim any duty to update any
forward-looking statements after the date that such statement is made.

Important Information

Quaker City intends to file a proxy statement and Popular and Quaker City intend
to file other documents relating to the proposed acquisition with the SEC. 
Before making any voting or investment decision, investors and security holders
of Quaker City are urged to carefully read the entire definitive proxy
statement, when it becomes available, and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information about the proposed acquisition. 
A definitive proxy statement will be sent to the stockholders of Quaker City
seeking their approval of the proposed acquisition.  Investors and stockholders
of Quaker City may obtain a free copy of the definitive proxy statement, when it
becomes available, and other documents filed with, or furnished to, the SEC by
Quaker City and/or Popular at the SEC's web site at http://www.sec.gov/.  In
addition, a copy of the definitive proxy statement, when it becomes available,
and other documents filed with the SEC by Quaker City will be available free of
charge from Quaker City's website at http://www.quakercitybank.com/ or from its
Investor Relations Department, Attn: Kathryn M. Hennigan, Quaker City Bancorp,
Inc., 7021 Greenleaf Avenue, Whittier, California 90602-1300.

Quaker City, its directors, executive officers and certain other persons may be
deemed to be participants in the solicitation of proxies to approve the merger. 
Information about the executive officers and directors of Quaker City and their
ownership of and interests in Quaker City common stock may be obtained from
Quaker City's definitive proxy statement for its 2003 Annual Meeting of
Stockholders, as filed with the SEC on October 9, 2003.  Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the definitive proxy statement and other relevant materials to be
filed with the SEC when they become available. 

DATASOURCE: Popular, Inc.; Quaker City Bancorp, Inc.



CONTACT:  Jorge A. Junquera, [phone], or Roberto R. Herencia,

[phone], both of Popular, Inc.; or Rick McGill, [phone], or

Dwight L. Wilson, [phone], both of Quaker City Bancorp, Inc.,

Whittier



Web site:  http://www.popularinc.com/

http://www.quakercitybank.com/ 

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