0000950123-10-035856 Sample Contracts

DEPOSIT AGREEMENT dated as of April 19, 2010 among POPULAR, INC., a Puerto Rico corporation, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Depositary, AND THE HOLDERS FROM TIME TO TIME OF THE RECEIPTS EVIDENCING THE DEPOSITARY SHARES...

Deposit Agreement • April 19th, 2010 • Popular Inc • State commercial banks • New York

• Contract Type
  Deposit Agreement
• Filed
  April 19th, 2010
• Company
  Popular Inc
• Industry
  State commercial banks
• Jurisdiction
  New York

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D, no par value, $1,000 liquidation preference per share, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts by the Depositary evidencing Depositary Shares in respect of the Stock so deposited (capitalized terms used herein shall have the meaning assigned to them in Article I below).

POPULAR, INC. 40,000,000 DEPOSITARY SHARES, EACH REPRESENTING 1/40th OF A SHARE OF CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES D (no par value, $1,000 liquidation preference per share) UNDERWRITING AGREEMENT

Underwriting Agreement • April 19th, 2010 • Popular Inc • State commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  April 19th, 2010
• Company
  Popular Inc
• Industry
  State commercial banks
• Jurisdiction
  New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Popular, Inc., a Puerto Rico corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of depositary shares (the “Depositary Shares”), as evidenced by depositary receipts (the “Depositary Receipts”), and each representing 1/40th of a share of its Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D (no par value, $1,000 liquidation preference per share) (the “Preferred Stock”). Upon the occurrence of certain conditions, the Preferred Stock will be mandatorily convertible into shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”).