Supplemental Indenture, dated as of August 31, 2009

SUPPLEMENTAL INDENTURE, dated as of August 31, 2009 (this “Supplemental Indenture”) among POPULAR, INC., a Delaware corporation (the “Company”), having its principal office at 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918, and THE BANK OF NEW YORK MELLON (as successor the Bank One Trust Company, N.A.), as trustee (hereinafter called the “Trustee”).

The Company, the Guarantor and the Trustee entered into the Junior Subordinated Indenture, dated as of October 31, 2003, as supplemented by the First Supplemental Indenture, dated as of October 31, 2003 (as so supplemented, the “Indenture”), providing for the issuance of the Company’s 6.70% Junior Subordinated Debentures, Series A due 2033 (the “Debentures”).

Pursuant to an Agreement of Merger, dated as of August 31, 2009 (the “Agreement of Merger”), between Popular Capital Trust I, a Delaware statutory trust (the “Trust”) and New Popular Capital Trust I, a statutory trust established pursuant to the Delaware Statutory Trust Act by the entering into that certain Declaration of Trust and Trust Agreement, dated as of August 28, 2009, and by the execution and filing the Certificate of Trust, filed on August 28, 2009 (the “New Trust”), and a Certificate of Merger filed with the Secretary of State of the State of Delaware at the Effective Time (as defined in the Agreement of Merger), the Trust merged with and into the New Trust at the Effective Time and each Capital Security issued and outstanding immediately prior to the Effective Time was converted at the Effective Time into one 6.70% Capital Security (Liquidation Amount $25 per preferred security) of the New Trust (the “New Preferred Securities”) and each Common Security issued and outstanding immediately prior to the Effective Time was converted at the Effective Time into one Common Security (Liquidation Amount $25 per security) of the New Trust (the “New Trust Common Securities” and, together with the New Preferred Securities, the “New Trust Securities”).

Section 901(8) of the Indenture provides that the Company, and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to cure any ambiguity, to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with any provision of the Indenture, provided that such other provisions shall not adversely affect the interests of the Holders of Debt Securities of any series or any related coupons in any material respect or, in the case of the Debt Securities of a series issued to an Issuer Trust and for so long any of the corresponding series of Capital Trust Securities issued by such Issuer Trust shall remain outstanding, the holders of such Capital Trust Securities.

The Company delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Section 903 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Supplemental Indenture have been complied with.

The Company has requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements on the Trustee’s part necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debentures, as follows:

Section 1.1. Definitions For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) Terms defined in the Indenture or the New Trust Agreement (as defined herein) have the same meaning when used in this Supplemental Indenture unless otherwise specified herein.

(b) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

(c) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article, Section or other subdivision refers to an Article, Section or other subdivision of this Supplemental Indenture.

“New Guarantee Agreement” means the Guarantee Agreement between the Company, as guarantor, and The Bank of New York Mellon, as guarantee trustee, dated as of August 31, 2009.

“New Trust Agreement” means the Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 31, 2009, among the Company, as Depositor, the Guarantor, as guarantor, The Bank of New York Mellon, as the Property Trustee, BNY Mellon Trust of Delaware, as the Delaware Trustee, the Administrative Trustees named therein, and the several Holders (as defined therein).

(a) From and after the Effective Time, each reference in the Indenture or the Debentures to the Trust Agreement shall be deemed to be a reference to the New Trust Agreement, each reference in the Indenture or the Debentures to the Trust shall be deemed to be a reference to the New Trust, each reference in the Indenture or the Debentures to the Capital Trust Securities shall be deemed to be a reference to the New Preferred Securities, each reference in the Indenture or the Debentures to the Common Securities shall be deemed to be a reference to the New Trust Common Securities and each reference in the Indenture or the Debentures to the Trust Securities shall be deemed to be a reference to the New Trust Securities.

(b) Upon the cancellation of any Debentures pursuant to Section 309 of the Indenture following any exchange of New Preferred Securities and New Trust Common Securities for Debentures pursuant to Section 4.9 of the New Trust Agreement, the Trustee, in its capacity as Security Registrar,

shall cause an annotation to be made on the certificate evidencing the Debentures to evidence the reduction in the principal amount thereof resulting from such cancellation.

This Supplemental Indenture will become effective upon its execution and delivery.

All covenants and agreements in the Indenture, as supplemented and amended by this Supplemental Indenture, by the Company will bind its successors and assigns, whether so expressed or not.

The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Supplemental Indenture.

The recitals contained herein will be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

The Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture will be deemed part of the Indenture in the manner and to the extent herein and therein provided.

This Supplemental Indenture will be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico.

This instrument may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


Popular North America, Inc.

By		/s/ Jorge A. Junquera
Name:		Jorge A. Junquera
Title:		Senior Vice President and Chief Financial Officer


Popular, Inc.

By		/s/ Jorge A. Junquera
Name:		Jorge A. Junquera
Title:		Senior Vice President and Chief Financial Officer


The Bank of New York Mellon, as Trustee

By		/s/ Joellen McNamara
Name:		Joellen McNamara
Title:		Senior Associate


Attest:

By:		/s/ Francisco Pericás


Attest:

By:		/s/ Francisco Pericás